Common use of Market Disruption Respecting Bankers’ Acceptances Clause in Contracts

Market Disruption Respecting Bankers’ Acceptances. If: (a) the Agent (acting reasonably) makes a determination, which determination shall be conclusive and binding upon the Borrower, and notifies the Borrower, that there no longer exists an active market for bankers’ acceptances accepted by the Lenders; or (b) the Agent is advised by Lenders holding at least 25% of the Commitments of all Lenders hereunder by written notice (each, a “Lender BA Suspension Notice”) that such Lenders have determined (acting reasonably) that the BA Discount 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 Bankers’ Acceptances accepted by such Lenders in the market; then: (c) the right of the Borrower to request Bankers’ Acceptances or BA Equivalent Advances from any Lender shall be suspended until the Agent determines that the circumstances causing such suspension no longer exist, and so notifies the Borrower and the Lenders; (d) any outstanding Drawdown Notice requesting a Loan by way of Bankers’ Acceptances or BA Equivalent Advances shall be deemed to be a Drawdown Notice requesting a Loan by way of Canadian Prime Rate Loans in the amount specified in the original Drawdown Notice; (e) any outstanding Conversion Notice requesting a Conversion of a Loan by way of U.S. Base Rate Loans or Libor Loans into a Loan by way of Bankers’ Acceptances or BA Equivalent Advances shall be deemed to be a Conversion Notice requesting a Conversion of such Loan into a Loan by way of Canadian Prime Rate Loans; and (f) any outstanding Rollover Notice requesting a Rollover of a Loan by way of Bankers’ Acceptances or BA Equivalent Advances, shall be deemed to be a Conversion Notice requesting a Conversion of such Loans into a Loan by way of Canadian Prime Rate Loans. The Agent shall promptly notify the Borrower and the Lenders of any suspension of the Borrower’s right to request the Bankers’ Acceptances or BA Equivalent Advances and of any termination of any such suspension. A Lender BA Suspension Notice shall be effective upon receipt of the same by the Agent if received prior to 2:00 p.m. (Toronto time) on a Banking Day and if not, then on the next following Banking Day, except in connection with a Drawdown Notice, Conversion Notice or Rollover Notice previously received by the Agent, in which case the applicable Lender BA Suspension Notice shall only be effective with respect to such previously received Drawdown Notice, Conversion Notice or Rollover Notice if received by the Agent prior to 2:00 p.m. (Toronto time) two Banking Days prior to the proposed Drawdown Date, Conversion Date or Rollover Date (as applicable) applicable to such previously received Drawdown Notice, Conversion Notice or Rollover Notice, as applicable.

Market Disruption Respecting Bankers’ Acceptances. If: (a) the Agent (acting reasonably) makes a determination, which determination shall be conclusive and binding upon the Borrower, and notifies the Borrower, that there no longer exists an active market for bankers’ acceptances accepted by the Lenders; or (b) the Agent is advised by Lenders holding at least 2535% of the Commitments of all Lenders hereunder Aggregate Commitment Amount by written notice (each, a “Lender "BA Suspension Notice”") that such Lenders have determined (acting reasonably) that the BA Discount 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 Bankers’ Acceptances accepted by such Lenders in the marketmarket for the applicable term; then: (c) the right of the Borrower to request Bankers’ Acceptances or BA Equivalent Advances from any Lender shall be suspended until the Agent determines that the circumstances causing such suspension no longer exist, and so notifies the Borrower and the Lenders; (d) any outstanding Notice of Drawdown Notice requesting a Loan Borrowing by way of Bankers’ Acceptances or BA Equivalent Advances shall be deemed to be a Notice of Drawdown Notice requesting a Loan Borrowing by way of a Canadian Prime Rate Loans Loan in the amount specified in the original Drawdown NoticeNotice of Drawdown; (e) any outstanding Notice of Conversion Notice requesting a Conversion of a Loan Borrowing by way of Canadian Prime Rate Loan, U.S. Base Rate Loans Loan or Libor Loans LIBOR Based Loan into a Loan Borrowing by way of Bankers’ Acceptances or BA Equivalent Advances shall be deemed to be a Conversion Notice of Drawdown or Notice of Conversion, as the case may be, requesting a Canadian Prime Rate Loan or a Conversion of such Loan Borrowing into a Loan Borrowing by way of a Canadian Prime Rate LoansLoan, as the case may be; and (f) any outstanding Rollover Notice of Conversion/Rollover/Repayment requesting a Rollover of a Loan Borrowing by way of Bankers’ Acceptances or BA Equivalent Advances, shall be deemed to be a Conversion Notice of Conversion/Rollover/Repayment requesting a Conversion of such Loans Borrowing into a Loan Borrowing by way of a Canadian Prime Rate LoansLoan. The Agent shall promptly notify the Borrower and the Lenders of any suspension of the Borrower’s right to request the Bankers’ Acceptances or BA Equivalent Advances and of any termination of any such suspension. A Lender BA Suspension Notice shall be effective upon receipt of the same by the Agent if received prior to 2:00 p.m. 12:00 noon (Toronto time) on a Banking Day and if not, then on the next following Banking Day, except in connection with a Notice of Drawdown Notice, or Notice of Conversion or Notice or of Rollover Notice previously received by the Agent, in which case the applicable Lender BA Suspension Notice shall only be effective with respect to such previously received Notice of Drawdown Notice, or Notice of Conversion or Notice or of Rollover Notice if received by the Agent prior to 2:00 p.m. 12:00 noon (Toronto time) two Banking Days prior to the proposed Drawdown Date, Conversion Date or the proposed date of the Conversion or Rollover Date (as applicable) applicable to such previously received Notice of Drawdown Notice, or Notice of Conversion or Notice or Rollover Noticeof Rollover, as applicable.

Market Disruption Respecting Bankers’ Acceptances. If: (a) the Agent (acting reasonably) makes a determination, which determination shall be conclusive and binding upon the Borrower, and notifies the Borrower, that there no longer exists an active market for bankers’ acceptances accepted by the Lenders; or (b) the Borrower is not marketing Bankers’ Acceptances on its own and the Agent is advised by Lenders holding at least 2535% of the Commitments of all Lenders hereunder by written notice (each, a “Lender BA Suspension Notice”) that such Lenders have determined (acting reasonably) that the BA Discount 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 Bankers’ Acceptances accepted by such Lenders in the marketmarket for the applicable term; then: (c) the right of the Borrower to request Bankers’ Acceptances or BA Equivalent Advances from any Lender shall be suspended until the Agent determines that the circumstances causing such suspension no longer exist, and so notifies the Borrower and the Lenders; (d) any outstanding Drawdown Notice requesting a Loan by way of Bankers’ Acceptances or BA Equivalent Advances shall be deemed to be a Drawdown Notice requesting a Prime Loan by way of Canadian Prime Rate Loans in the amount specified in the original Drawdown Notice; (e) any outstanding Conversion Conversion/Rollover/Repayment Notice requesting a Conversion of a Loan by way of U.S. Base Prime Loan, USBR Loan or LIBO Rate Loans or Libor Loans Loan into a Loan by way of Bankers’ Acceptances or BA Equivalent Advances shall be deemed to be a Conversion Conversion/Rollover/Repayment Notice requesting a Conversion of such Loan into a Loan by way of Canadian Prime Rate LoansLoan; and (f) any outstanding Rollover Conversion/Rollover/Repayment Notice requesting a Rollover of a Loan by way of Bankers’ Acceptances or BA Equivalent Advances, shall be deemed to be a Conversion Conversion/Rollover/Repayment Notice requesting a Conversion of such Loans Loan into a Loan by way of Canadian Prime Rate LoansLoan. The Agent shall promptly notify the Borrower and the Lenders of any suspension of the Borrower’s right to request the Bankers’ Acceptances or BA Equivalent Advances and of any termination of any such suspension. A Lender BA Suspension Notice shall be effective upon receipt of the same by the Agent if received prior to 2:00 p.m. 12:00 noon (Toronto time) on a Banking Day and if not, then on the next following Banking Day, except in connection with a Drawdown Notice, Conversion Notice or Rollover Conversion/Rollover/Repayment Notice previously received by the Agent, in which case the applicable Lender BA Suspension Notice shall only be effective with respect to such previously received Drawdown Notice, Conversion Notice or Rollover Conversion/Rollover/Repayment Notice if received by the Agent prior to 2:00 p.m. 12:00 noon (Toronto time) two Banking Days prior to the proposed Drawdown Date, Conversion Date or Rollover Date (as applicable) applicable to such previously received Drawdown Notice, Conversion Notice or Rollover Conversion/Rollover/Repayment Notice, as applicable.

Market Disruption Respecting Bankers’ Acceptances. If: (a) If the Agent Lender (acting reasonably) makes a determination, which determination shall be conclusive and binding upon the Borrower, and notifies the Borrower, that that: (a) there no longer exists an active market for bankers’ acceptances accepted by the LendersLender; or (b) the Agent is advised by Lenders holding at least 25% of the Commitments of all Lenders hereunder by written notice (each, a “Lender BA Suspension Notice”) that such Lenders have determined (acting reasonably) that the BA Discount Rate will not or bid rate 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 by such Lenders in the market; then: (c) the right of the Borrower to request Bankers’ Acceptances or BA Equivalent Advances from any the Lender shall be suspended until the Agent Lender determines that the circumstances causing such suspension no longer exist, and so notifies the Borrower and the LendersBorrower; (d) any outstanding Drawdown Notice requesting a Loan by way of Bankers’ Acceptances or BA Equivalent Advances shall be deemed to be a Drawdown Notice requesting a Loan by way of Canadian Prime Rate Loans in the amount specified in the original Drawdown Notice; (e) any outstanding Conversion Notice requesting a Conversion of a Loan by way of U.S. Base Rate Loans or Libor Loans into a Loan by way of Bankers’ Acceptances or BA Equivalent Advances shall be deemed to be a Conversion Notice requesting a Conversion of such Loan into a Loan by way of Canadian Prime Rate Loans; and (fe) any outstanding Rollover Notice requesting a Rollover of a Loan by way of Bankers’ Acceptances or BA Equivalent Advances, shall be deemed to be a Conversion Notice requesting a Conversion of such Loans into a Loan by way of Canadian Prime Rate Loans. The Agent Lender shall promptly notify the Borrower and the Lenders of any suspension of the Borrower’s right to request the Bankers’ Acceptances or BA Equivalent Advances and of any termination of any such suspension. A Lender BA Suspension Notice shall be effective upon receipt of the same by the Agent if received prior to 2:00 p.m. (Toronto time) on a Banking Day and if not, then on the next following Banking Day, except in connection with a Drawdown Notice, Conversion Notice or Rollover Notice previously received by the Agent, in which case the applicable Lender BA Suspension Notice shall only be effective with respect to such previously received Drawdown Notice, Conversion Notice or Rollover Notice if received by the Agent prior to 2:00 p.m. (Toronto time) two Banking Days prior to the proposed Drawdown Date, Conversion Date or Rollover Date (as applicable) applicable to such previously received Drawdown Notice, Conversion Notice or Rollover Notice, as applicable.

Market Disruption Respecting Bankers’ Acceptances. IfNotwithstanding anything to the contrary herein contained, if: (a) the Agent (acting reasonably) makes a determination, which determination shall be conclusive and binding upon the Borrower, and notifies the Borrower, that there no longer exists an active market for bankers’ acceptances accepted by the Lenders; or (b) the Agent is advised by Lenders holding at least 25% of the Commitments of all Lenders hereunder Total Commitment by written notice (each, a “Lender BA Suspension Notice”) that such Lenders have determined (acting reasonably) have determined that the BA Discount 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 Bankers’ Acceptances accepted by such Lenders in the marketmarket for the applicable term; then: (c) the right of the Borrower to request Bankers’ Acceptances or BA Equivalent Advances Loans from any Lender shall be suspended until the Agent determines that the circumstances causing such suspension no longer exist, and so notifies the Borrower and the Lenders; (d) any outstanding Notice of Drawdown Notice requesting a Loan by way the issuance of Bankers’ Acceptances or BA Equivalent Advances Loans shall be deemed to be a Notice of Drawdown Notice requesting a Prime Loan by way of Canadian Prime Rate Loans in the amount specified in the original Drawdown NoticeNotice of Drawdown; (e) any outstanding Conversion Notice of Borrowing requesting a Conversion of a USBR Loan by way or LIBOR Loan into Bankers’ Acceptances or BA Equivalent Loans shall be deemed to be a Notice of U.S. Base Rate Loans or Libor Loans Borrowing requesting a Conversion of such Advance into a Loan by way Prime Loan; and (f) any outstanding Notice of Borrowing requesting a Rollover of Bankers’ Acceptances or BA Equivalent Advances Loans shall be deemed to be a Conversion Notice of Borrowing requesting a Conversion of such Loan Advance into a Loan by way of Canadian Prime Rate Loans; and (f) any outstanding Rollover Notice requesting a Rollover of a Loan by way of Bankers’ Acceptances or BA Equivalent Advances, shall be deemed to be a Conversion Notice requesting a Conversion of such Loans into a Loan by way of Canadian Prime Rate LoansLoan. The Agent shall promptly notify the Borrower and the Lenders of any suspension of the Borrower’s right to request the Bankers’ Acceptances or BA Equivalent Advances and of any termination of any such suspension. A Lender BA Suspension Notice shall be effective upon receipt of the same by the Agent if received prior to 2:00 p.m. 12:00 noon (Toronto Calgary, Alberta local time) on a Banking Day and if not, then on the next following Banking Day, except in connection with a Drawdown Notice, Conversion Notice or Rollover Notice of Borrowing previously received by the Agent, in which case the applicable Lender BA Suspension Notice shall only be effective with respect to such previously received Drawdown Notice, Conversion Notice or Rollover Notice of Borrowing if received by the Agent prior to 2:00 p.m. 12:00 noon (Toronto Calgary, Alberta local time) two Banking Days prior to the proposed Drawdown Date, Conversion Date or Rollover Date (as applicable) applicable to such previously received Drawdown Notice, Conversion Notice or Rollover Notice, as applicableof Borrowing.

Market Disruption Respecting Bankers’ Acceptances. If: (a) the Agent (acting reasonably) makes a determination, which determination shall be conclusive and binding upon the Borrower, and notifies the Borrower, that there no longer exists an active market for bankers’ acceptances accepted by the Lenders; or (b) the Agent is advised by Lenders holding at least 2520% of the Commitments of all Lenders hereunder by written notice (each, a “Lender BA Suspension Notice”) that such Lenders have determined (acting reasonably) that the BA Discount 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 Bankers’ Acceptances accepted by such Lenders in the market; then: (c) the right of the Borrower to request Bankers’ Acceptances or BA Equivalent Advances from any Lender shall be suspended until the Agent determines that the circumstances causing such suspension no longer exist, and so notifies the Borrower and the Lenders; (d) any outstanding Drawdown Notice requesting a Loan by way of Bankers’ Acceptances or BA Equivalent Advances shall be deemed to be a Drawdown Notice requesting a Loan by way of Canadian Prime Rate Loans in the amount specified in the original Drawdown Notice; (e) any outstanding Conversion Notice requesting a Conversion of a Loan by way of U.S. Base Rate Loans or Libor Loans into a Loan by way of Bankers’ Acceptances or BA Equivalent Advances shall be deemed to be a Conversion Notice requesting a Conversion of such Loan into a Loan by way of Canadian Prime Rate Loans; and (f) any outstanding Rollover Notice requesting a Rollover of a Loan by way of Bankers’ Acceptances or BA Equivalent Advances, shall be deemed to be a Conversion Notice requesting a Conversion of such Loans into a Loan by way of Canadian Prime Rate Loans. The Agent shall promptly notify the Borrower and the Lenders of any suspension of the Borrower’s right to request the Bankers’ Acceptances or BA Equivalent Advances and of any termination of any such suspension. A Lender BA Suspension Notice shall be effective upon receipt of the same by the Agent if received prior to 2:00 p.m. (Toronto time) on a Banking Day and if not, then on the next following Banking Day, except in connection with a Drawdown Notice, Conversion Notice or Rollover Notice previously received by the Agent, in which case the applicable Lender BA Suspension Notice shall only be effective with respect to such previously received Drawdown Notice, Conversion Notice or Rollover Notice if received by the Agent prior to 2:00 p.m. (Toronto time) two Banking Days prior to the proposed Drawdown Date, Conversion Date or Rollover Date (as applicable) applicable to such previously received Drawdown Notice, Conversion Notice or Rollover Notice, as applicable.

Market Disruption Respecting Bankers’ Acceptances. If: (a) the Agent (acting reasonably) makes a determination, which determination shall be conclusive and binding upon the Principal Borrower, and notifies the Principal Borrower, that there no longer exists an active market for bankers’ acceptances accepted by the Lenders; or (b) the Principal Borrower is not marketing Bankers’ Acceptances on its own and the Agent is advised by Lenders holding at least 2535% of the Commitments of all Lenders hereunder by written notice (each, a “Lender BA Suspension Notice”) that such Lenders have determined (acting reasonably) that the BA Discount 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 Bankers’ Acceptances accepted by such Lenders in the marketmarket for the applicable term; then: (c) the right of the Principal Borrower to request Bankers’ Acceptances or BA Equivalent Advances from any Lender shall be suspended until the Agent determines that the circumstances causing such suspension no longer exist, and so notifies the Principal Borrower and the Lenders; (d) any outstanding Drawdown Notice requesting a Loan by way of Bankers’ Acceptances or BA Equivalent Advances under a Credit Facility shall be deemed to be a Drawdown Notice requesting a Prime Loan by way of Canadian Prime Rate Loans under the same Credit Facility in the amount specified in the original Drawdown Notice; (e) any outstanding Conversion Conversion/Rollover/Repayment Notice requesting a Conversion of a Loan by way of U.S. Base Prime Loan, USBR Loan or LIBO Rate Loans or Libor Loans Loan under a Credit Facility into a Loan by way of Bankers’ Acceptances or BA Equivalent Advances shall be deemed to be a Conversion Conversion/Rollover/Repayment Notice requesting a Conversion of such Loan into a Prime Loan by way of Canadian Prime Rate Loansunder the same Credit Facility; and (f) any outstanding Rollover Conversion/Rollover/Repayment Notice requesting a Rollover of a Loan by way of Bankers’ Acceptances or BA Equivalent AdvancesAdvances under a Credit Facility, shall be deemed to be a Conversion Conversion/Rollover/Repayment Notice requesting a Conversion of such Loans Loan into a Prime Loan by way of Canadian Prime Rate Loansunder the same Credit Facility. The Agent shall promptly notify the Principal Borrower and the Lenders of any suspension of the Principal Borrower’s right to request the Bankers’ Acceptances or BA Equivalent Advances and of any termination of any such suspension. A Lender BA Suspension Notice shall be effective upon receipt of the same by the Agent if received prior to 2:00 p.m. 12:00 noon (Toronto time) on a Banking Day and if not, then on the next following Banking Day, except in connection with a Drawdown Notice, Conversion Notice or Rollover Conversion/Rollover/Repayment Notice previously received by the Agent, in which case the applicable Lender BA Suspension Notice shall only be effective with respect to such previously received Drawdown Notice, Conversion Notice or Rollover Conversion/Rollover/Repayment Notice if received by the Agent prior to 2:00 p.m. 12:00 noon (Toronto time) two 2 Banking Days prior to the proposed Drawdown Date, Conversion Date or Rollover Date (as applicable) applicable to such previously received Drawdown Notice, Conversion Notice or Rollover Conversion/Rollover/Repayment Notice, as applicable.

Market Disruption Respecting Bankers’ Acceptances. If: (a) the Agent (acting reasonably) makes a determination, which determination shall be conclusive and binding upon the Canadian Borrower, and notifies the Canadian Borrower, that there no longer exists an active market for bankers’ acceptances accepted by the Lenders; or (b) the Agent is advised by Lenders Xxxxxxx holding at least 25% of the Commitments of all Lenders hereunder by written notice (each, a “Lender BA Suspension Notice”) that such Lenders have determined (acting reasonably) that the BA Discount 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 Bankers’ Acceptances accepted by such Lenders in the market; then: (c) the right of the Canadian Borrower to request Bankers’ Acceptances or BA Equivalent Advances from any Lender shall be suspended until the Agent determines that the circumstances causing such suspension no longer exist, and so notifies the Canadian Borrower and the Lenders; (d) any outstanding Drawdown Notice requesting a Loan by way of Bankers’ Acceptances or BA Equivalent Advances shall be deemed to be a Drawdown Notice requesting a Loan by way of Canadian Prime Rate Loans in the amount specified in the original Drawdown Notice; (e) any outstanding Conversion Notice requesting a Conversion of a Loan by way of U.S. Base Rate Loans or Libor SOFR Loans into a Loan by way of Bankers’ Acceptances or BA Equivalent Advances shall be deemed to be a Conversion Notice requesting a Conversion of such Loan into a Loan by way of Canadian Prime Rate Loans; and (f) any outstanding Rollover Notice requesting a Rollover of a Loan by way of Bankers’ Acceptances or BA Equivalent Advances, shall be deemed to be a Conversion Notice requesting a Conversion of such Loans into a Loan by way of Canadian Prime Rate Loans. The Agent shall promptly notify the Canadian Borrower and the Lenders of any suspension of the Canadian Borrower’s right to request the Bankers’ Acceptances or BA Equivalent Advances and of any termination of any such suspension. A Lender BA Suspension Notice shall be effective upon receipt of the same by the Agent if received prior to 2:00 p.m. (Toronto time) on a Banking Day and if not, then on the next following Banking Day, except in connection with a Drawdown Notice, Conversion Notice or Rollover Notice previously received by the Agent, in which case the applicable Lender BA Suspension Notice shall only be effective with respect to such previously received Drawdown Notice, Conversion Notice or Rollover Notice if received by the Agent prior to 2:00 p.m. (Toronto time) two (2) Banking Days prior to the proposed Drawdown Date, Conversion Date or Rollover Date (as applicable) applicable to such previously received Drawdown Notice, Conversion Notice or Rollover Notice, as applicable.

Market Disruption Respecting Bankers’ Acceptances. If: (a) the Agent (acting reasonably) makes a determination, which determination shall be conclusive and binding upon the Borrower, and notifies the Borrower, that there no longer exists an active market for bankers’ acceptances accepted by the Lenders; or (b) the Agent is advised by Lenders Xxxxxxx holding at least 25% of the Commitments of all Lenders hereunder by written notice (each, a “Lender BA Suspension Notice”) that such Lenders have determined (acting reasonably) that the BA Discount 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 Bankers’ Acceptances accepted by such Lenders in the market; then: (c) the right of the Borrower to request Bankers’ Acceptances or BA Equivalent Advances from any Lender shall be suspended until the Agent determines that the circumstances causing such suspension no longer exist, and so notifies the Borrower and the Lenders; (d) any outstanding Drawdown Notice requesting a Loan by way of Bankers’ Acceptances or BA Equivalent Advances under a Credit Facility shall be deemed to be a Drawdown Notice requesting a Loan under the same Credit Facility by way of Canadian Prime Rate Loans in the amount specified in the original Drawdown Notice; (e) any outstanding Conversion Notice requesting a Conversion of a Loan by way of U.S. Base Rate Loans or Libor SOFR Loans under a Credit Facility into a Loan by way of Bankers’ Acceptances or BA Equivalent Advances under the same Credit Facility shall be deemed to be a Conversion Notice requesting a Conversion of such Loan into a Loan by way of Canadian Prime Rate LoansLoans under the same Credit Facility; and (f) any outstanding Rollover Notice requesting a Rollover of a Loan by way of Bankers’ Acceptances or BA Equivalent AdvancesAdvances under a Credit Facility, shall be deemed to be a Conversion Notice requesting a Conversion of such Loans into a Loan by way of Canadian Prime Rate LoansLoans under the same Credit Facility. The Agent shall promptly notify the Borrower and the Lenders of any suspension of the Borrower’s right to request the Bankers’ Acceptances or BA Equivalent Advances and of any termination of any such suspension. A Lender BA Suspension Notice shall be effective upon receipt of the same by the Agent if received prior to 2:00 p.m. (Toronto time) on a Banking Day and if not, then on the next following Banking Day, except in connection with a Drawdown Notice, Conversion Notice or Rollover Notice previously received by the Agent, in which case the applicable Lender BA Suspension Notice shall only be effective with respect to such previously received Drawdown Notice, Conversion Notice or Rollover Notice if received by the Agent prior to 2:00 p.m. (Toronto time) two Banking Days prior to the proposed Drawdown Date, Conversion Date or Rollover Date (as applicable) applicable to such previously received Drawdown Notice, Conversion Notice or Rollover Notice, as applicable.

Market Disruption Respecting Bankers’ Acceptances. If: (a) the Agent (acting reasonably) or the Canadian Operating Facility Lender (acting reasonably), as applicable, makes a determination, which determination shall be conclusive and binding upon the Canadian Borrower, and notifies the Canadian Borrower, that there no longer exists an active market for bankers’ acceptances accepted by the LendersSyndicated Facility Lenders or the Canadian Operating Facility Lender, respectively; or (b) the Agent is advised by Lenders holding at least 25% of the Commitments of all Lenders hereunder a Syndicated Facility Lender by written notice (each, a “Lender BA Suspension Notice”) that such Lenders have Lender has determined (in its sole discretion, acting reasonably) in good faith), or the Canadian Operating Facility Lender has determined (in its sole discretion, acting in good faith), that the BA Discount Rate will not or does not accurately reflect the cost of funds of such Lenders Lender or the discount rate which would be applicable to a sale of Bankers’ Acceptances accepted by such Lenders Lender in the market; then: (c) the right of the Canadian Borrower to request Bankers’ Acceptances or BA Equivalent Advances from any applicable Lender shall be suspended until the Agent or the Canadian Operating Facility Lender, as applicable, determines that the circumstances causing such suspension no longer exist, and so notifies the Canadian Borrower and the applicable Lenders; (d) any outstanding Drawdown Notice requesting a Loan by way of Bankers’ Acceptances or BA Equivalent Advances shall be deemed to be a Drawdown Notice requesting a Loan by way of Canadian Prime Rate Loans in the amount specified in the original Drawdown Notice; (e) any outstanding Conversion Notice requesting a Conversion of a Loan by way of U.S. Base Rate Loans or Libor Loans into a Loan by way of Bankers’ Acceptances or BA Equivalent Advances shall be deemed to be a Conversion Notice requesting a Conversion of such Loan into a Loan by way of Canadian Prime Rate Loans; and (f) any outstanding Rollover Notice requesting a Rollover of a Loan by way of Bankers’ Acceptances or BA Equivalent Advances, shall be deemed to be a Conversion Notice requesting a Conversion of such Loans into a Loan by way of Canadian Prime Rate Loans. The Agent or the Canadian Operating Facility Lender, as applicable, shall promptly notify the Canadian Borrower and (and, in respect of the Lenders Syndicated Facility, the applicable Lenders) of any suspension of the Canadian Borrower’s right to request the Bankers’ Acceptances or BA Equivalent Advances and of any termination of any such suspension. A Lender BA Suspension Notice shall be effective upon receipt of the same by the Agent if received prior to 2:00 p.m. (Toronto time) on a Banking Day and if not, then on the next following Banking Day, except in connection with a an outstanding Drawdown Notice, Conversion Notice or Rollover Notice previously received by the AgentNotice, in which case the applicable Lender BA Suspension Notice shall only be effective with respect to such previously received outstanding Drawdown Notice, Conversion Notice or Rollover Notice if received by the Agent prior to 2:00 p.m. (Toronto time) two Banking Days prior to the proposed Drawdown Date, Conversion Date or Rollover Date (as applicable) applicable to such previously received outstanding Drawdown Notice, Conversion Notice or Rollover Notice, as applicable. In the event that a Lender gives a Lender BA Suspension Notice, such Lender shall provide notice to the Canadian Borrower and the Agent promptly following its determination that the circumstances prompting the delivery of such notice no longer affects its ability to sell Bankers’ Acceptances and the Agent shall in turn promptly give notice thereof to the other applicable Lenders, following which the Canadian Borrower shall be free to request Bankers’ Acceptances or BA Equivalent Advances in accordance with the terms hereof.

Market Disruption Respecting Bankers’ Acceptances. If: (a) the Agent (acting reasonably) makes a determination, which determination shall be conclusive and binding upon the Borrower, and notifies the Borrower, that there no longer exists an active market for bankers’ acceptances accepted by the Lenders; or (b) the Agent is advised by Lenders holding at least 25% of the Commitments of all Lenders hereunder Total Syndicated Commitment by written notice (each, a “Lender BA Suspension Notice”) that such Lenders have determined (acting reasonably) that the BA Discount 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 Bankers’ Acceptances accepted by such Lenders in the marketmarket for the applicable term; then: (c) the right of the Borrower to request Bankers’ Acceptances or BA Equivalent Advances from any Lender shall be suspended until the Agent determines that the circumstances causing such suspension no longer exist, and so notifies the Borrower and the Lenders; (d) any outstanding Drawdown Notice requesting a Loan by way of Bankers’ Acceptances or BA Equivalent Advances shall be deemed to be a Drawdown Notice requesting a Loan by way of Canadian a Prime Rate Loans Loan in the amount specified in the original Drawdown Notice; (e) any outstanding Conversion Conversion/Rollover/Repayment Notice requesting a Conversion of a Loan by way of U.S. Base Prime Loan, USBR Loan or LIBO Rate Loans or Libor Loans Loan into a Loan by way of Bankers’ Acceptances or BA Equivalent Advances shall be deemed to be a Conversion Drawdown Notice or Conversion/Rollover/Repayment Notice or, as the case may be, requesting a Prime Loan or a Conversion of such Loan into a Loan by way of Canadian a Prime Rate LoansLoan, as the case may be; and (f) any outstanding Rollover Conversion/Rollover/Repayment Notice requesting a Rollover of a Loan by way of Bankers’ Acceptances or BA Equivalent Advances, shall be deemed to be a Conversion Conversion/Rollover/Repayment Notice requesting a Conversion of such Loans Loan into a Loan by way of Canadian a Prime Rate LoansLoan. The Agent shall promptly notify the Borrower and the Lenders of any suspension of the Borrower’s right to request the Bankers’ Acceptances or BA Equivalent Advances and of any termination of any such suspension. A Lender BA Suspension Notice shall be effective upon receipt of the same by the Agent if received prior to 2:00 p.m. (Toronto time) on a Banking Day and if not, then on the next following Banking Day, except in connection with a Drawdown Notice, Conversion Notice or Rollover Conversion/Rollover/Repayment Notice previously received by the Agent, in which case the applicable Lender BA Suspension Notice shall only be effective with respect to such previously received Drawdown Notice, Conversion Notice or Rollover Conversion/Rollover/Repayment Notice if received by the Agent prior to 2:00 p.m. (Toronto time) two Banking Days prior to the proposed Drawdown Date, Conversion Date or Rollover Date (as applicable) applicable to such previously received Drawdown Notice, Conversion Notice or Rollover Conversion/Rollover/Repayment Notice, as applicable.

Market Disruption Respecting Bankers’ Acceptances. If: (a) the Agent (acting reasonably) makes a determination, which determination shall be conclusive and binding upon the Canadian Borrower, and notifies the Canadian Borrower, that there no longer exists an active market for bankers’ acceptances accepted by the Lenders; or (b) the Agent is advised by Lenders holding at least 25% of the Commitments of all Lenders hereunder by written notice (each, a “Lender BA Suspension Notice”) that such Lenders have determined (acting reasonably) that the BA Discount 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 Bankers’ Acceptances accepted by such Lenders in the market; then: (c) the right of the Canadian Borrower to request Bankers’ Acceptances or BA Equivalent Advances from any Lender shall be suspended until the Agent determines that the circumstances causing such suspension no longer exist, and so notifies the Canadian Borrower and the Lenders; (d) any outstanding Drawdown Notice requesting a Loan by way of Bankers’ Acceptances or BA Equivalent Advances shall be deemed to be a Drawdown Notice requesting a Loan by way of Canadian Prime Rate Loans in the amount specified in the original Drawdown Notice; (e) any outstanding Conversion Notice requesting a Conversion of a Loan by way of U.S. Base Rate Loans or Libor SOFR Loans into a Loan by way of Bankers’ Acceptances or BA Equivalent Advances shall be deemed to be a Conversion Notice requesting a Conversion of such Loan into a Loan by way of Canadian Prime Rate Loans; and (f) any outstanding Rollover Notice requesting a Rollover of a Loan by way of Bankers’ Acceptances or BA Equivalent Advances, shall be deemed to be a Conversion Notice requesting a Conversion of such Loans into a Loan by way of Canadian Prime Rate Loans. The Agent shall promptly notify the Canadian Borrower and the Lenders of any suspension of the Canadian Borrower’s right to request the Bankers’ Acceptances or BA Equivalent Advances and of any termination of any such suspension. A Lender BA Suspension Notice shall be effective upon receipt of the same by the Agent if received prior to 2:00 p.m. (Toronto time) on a Banking Day and if not, then on the next following Banking Day, except in connection with a Drawdown Notice, Conversion Notice or Rollover Notice previously received by the Agent, in which case the applicable Lender BA Suspension Notice shall only be effective with respect to such previously received Drawdown Notice, Conversion Notice or Rollover Notice if received by the Agent prior to 2:00 p.m. (Toronto time) two (2) Banking Days prior to the proposed Drawdown Date, Conversion Date or Rollover Date (as applicable) applicable to such previously received Drawdown Notice, Conversion Notice or Rollover Notice, as applicable.

Market Disruption Respecting Bankers’ Acceptances. If: (a) If the Administrative Agent (acting reasonably) makes a determinationdetermines in good faith, which determination shall be conclusive and binding upon the Borrower, and notifies the Borrower, that that: (a) there no longer exists an active market for bankers’ ' acceptances accepted by the Lenders; or (b) the Agent is advised by Lenders holding at least 25% of the Commitments of all Lenders hereunder by written notice (each, a “Lender BA Suspension Notice”) that such Lenders have determined (acting reasonably) that the BA Discount 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 Bankers’ ' Acceptances accepted by such Lenders in the market; then: (c) the right of the Borrower to request Bankers’ ' Acceptances or BA Equivalent Advances 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 and the LendersBorrower; (d) any outstanding Drawdown Notice requesting a Loan by way of Bankers’ ' Acceptances or BA Equivalent Advances shall be deemed to be a Drawdown Notice requesting a Loan by way of Canadian Prime Rate Loans in the amount specified in the original Drawdown Notice; (e) any outstanding Conversion Notice requesting a Conversion of a Loan Borrowing by way of U.S. Base Rate Loans or Libor LIBOR Loans into a Loan by way of Bankers’ ' Acceptances or BA Equivalent Advances shall be deemed to be a Conversion Notice requesting a Conversion of such Loan Borrowing into a Loan by way of Canadian Prime Rate Loans; and (f) any outstanding Rollover Notice requesting a Rollover of a Loan by way of Bankers’ ' Acceptances or BA Equivalent Advances, Loans shall be deemed to be a Conversion Notice requesting a Conversion of such Loans into a Loan by way of Canadian Prime Rate Loans. The Administrative Agent shall promptly notify the Borrower and the Lenders of any suspension of the Borrower’s 's right to request the Bankers’ ' Acceptances or BA Equivalent Advances and of any termination of any such suspension. A Lender BA Suspension Notice shall be effective upon receipt of the same by the Agent if received prior to 2:00 p.m. (Toronto time) on a Banking Day and if not, then on the next following Banking Day, except in connection with a Drawdown Notice, Conversion Notice or Rollover Notice previously received by the Agent, in which case the applicable Lender BA Suspension Notice shall only be effective with respect to such previously received Drawdown Notice, Conversion Notice or Rollover Notice if received by the Agent prior to 2:00 p.m. (Toronto time) two Banking Days prior to the proposed Drawdown Date, Conversion Date or Rollover Date (as applicable) applicable to such previously received Drawdown Notice, Conversion Notice or Rollover Notice, as applicable.

Market Disruption Respecting Bankers’ Acceptances. If: (a) the Agent (acting reasonably) makes a determination, which determination shall be conclusive and binding upon the Canadian Borrower, and notifies the Canadian Borrower, that there no longer exists an active market for bankers’ ' acceptances accepted by the Lenders; or (b) the Agent is advised by Lenders holding at least 25% of the Commitments of all Lenders hereunder by written notice (each, a “"Lender BA Suspension Notice”") that such Lenders have determined (acting reasonably) that the BA Discount 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 Bankers’ ' Acceptances accepted by such Lenders in the market; then: (c) the right of the Canadian Borrower to request Bankers’ ' Acceptances or BA Equivalent Advances from any Lender shall be suspended until the Agent determines that the circumstances causing such suspension no longer exist, and so notifies the Canadian Borrower and the Lenders; (d) any outstanding Drawdown Notice requesting a Loan by way of Bankers’ ' Acceptances or BA Equivalent Advances shall be deemed to be a Drawdown Notice requesting a Loan by way of Canadian Prime Rate Loans in the amount specified in the original Drawdown Notice; (e) any outstanding Conversion Notice requesting a Conversion of a Loan by way of U.S. Base Rate Loans or Libor Loans into a Loan by way of Bankers’ ' Acceptances or BA Equivalent Advances shall be deemed to be a Conversion Notice requesting a Conversion of such Loan into a Loan by way of Canadian Prime Rate Loans; and (f) any outstanding Rollover Notice requesting a Rollover of a Loan by way of Bankers’ ' Acceptances or BA Equivalent Advances, shall be deemed to be a Conversion Notice requesting a Conversion of such Loans into a Loan by way of Canadian Prime Rate Loans. The Agent shall promptly notify the Canadian Borrower and the Lenders of any suspension of the Canadian Borrower’s 's right to request the Bankers’ ' Acceptances or BA Equivalent Advances and of any termination of any such suspension. A Lender BA Suspension Notice shall be effective upon receipt of the same by the Agent if received prior to 2:00 p.m. (Toronto time) on a Banking Day and if not, then on the next following Banking Day, except in connection with a Drawdown Notice, Conversion Notice or Rollover Notice previously received by the Agent, in which case the applicable Lender BA Suspension Notice shall only be effective with respect to such previously received Drawdown Notice, Conversion Notice or Rollover Notice if received by the Agent prior to 2:00 p.m. (Toronto time) two Banking Days prior to the proposed Drawdown Date, Conversion Date or Rollover Date (as applicable) applicable to such previously received Drawdown Notice, Conversion Notice or Rollover Notice, as applicable.

Market Disruption Respecting Bankers’ Acceptances. If: (a) the Agent (acting reasonably) makes a determination, which determination shall be conclusive and binding upon the Borrower, and notifies the Borrower, that there no longer exists an active market for bankers’ acceptances accepted by the Lenders; or (b) the Borrower is not marketing Bankers’ Acceptances on its own and the Agent is advised by Lenders holding at least 2535% of the Commitments of all Lenders hereunder Total Commitment by written notice (each, a “Lender BA Suspension Notice”) that such Lenders have determined (acting reasonably) that the BA Discount 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 Bankers’ Acceptances accepted by such Lenders in the marketmarket for the applicable term; then: (c) the right of the Borrower to request Bankers’ Acceptances or BA Equivalent Advances from any Lender shall be suspended until the Agent determines that the circumstances causing such suspension no longer exist, and so notifies the Borrower and the Lenders; (d) any outstanding Drawdown Notice requesting a Loan by way of Bankers’ Acceptances or BA Equivalent Advances shall be deemed to be a Drawdown Notice requesting a Prime Loan by way of Canadian Prime Rate Loans in the amount specified in the original Drawdown Notice; (e) any outstanding Conversion Conversion/Rollover/Repayment Notice requesting a Conversion of a Loan by way of U.S. Base Prime Loan, USBR Loan or LIBO Rate Loans or Libor Loans Loan into a Loan by way of Bankers’ Acceptances or BA Equivalent Advances shall be deemed to be a Conversion Conversion/Rollover/Repayment Notice requesting a Conversion of such Loan into a Loan by way of Canadian Prime Rate LoansLoan; and (f) any outstanding Rollover Conversion/Rollover/Repayment Notice requesting a Rollover of a Loan by way of Bankers’ Acceptances or BA Equivalent Advances, shall be deemed to be a Conversion Conversion/Rollover/Repayment Notice requesting a Conversion of such Loans Loan into a Loan by way of Canadian Prime Rate LoansLoan. The Agent shall promptly notify the Borrower and the Lenders of any suspension of the Borrower’s right to request the Bankers’ Acceptances or BA Equivalent Advances and of any termination of any such suspension. A Lender BA Suspension Notice shall be effective upon receipt of the same by the Agent if received prior to 2:00 p.m. 12:00 noon (Toronto time) on a Banking Day and if not, then on the next following Banking Day, except in connection with a Drawdown Notice, Conversion Notice or Rollover Conversion/Rollover/Repayment Notice previously received by the Agent, in which case the applicable Lender BA Suspension Notice shall only be effective with respect to such previously received Drawdown Notice, Conversion Notice or Rollover Conversion/Rollover/Repayment Notice if received by the Agent prior to 2:00 p.m. 12:00 noon (Toronto time) two 2 Banking Days prior to the proposed Drawdown Date, Conversion Date or Rollover Date (as applicable) applicable to such previously received Drawdown Notice, Conversion Notice or Rollover Conversion/Rollover/Repayment Notice, as applicable.

Market Disruption Respecting Bankers’ Acceptances. If: (a) the Canadian Agent (acting reasonably) makes a determination, which determination shall be conclusive and binding upon the BorrowerNexen, and notifies the BorrowerNexen, that there no longer exists an active market for bankers’ acceptances accepted by the Canadian Facility Lenders; or (b) the Canadian Agent is advised by Canadian Facility Lenders holding at least 2535% of the Canadian Facility Commitments of all Lenders hereunder by written notice (each, a “Lender BA Suspension Notice”) that such Lenders have determined (acting reasonably) that the BA Discount 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 Bankers’ Acceptances accepted by such Lenders in the market; then: (c) the right of the Borrower Nexen to request Bankers’ Acceptances or BA Equivalent Advances from any Canadian Facility Lender shall be suspended until the Canadian Agent determines that the circumstances causing such suspension no longer exist, and so notifies the Borrower Nexen and the Canadian Facility Lenders; (d) any outstanding Drawdown Notice requesting a Loan by way of Bankers’ Acceptances or BA Equivalent Advances shall be deemed to be a Drawdown Notice requesting a Loan by way of Canadian Prime Rate Loans in the amount specified in the original Drawdown Notice; (e) any outstanding Conversion Notice requesting a Conversion of a Loan by way of U.S. Base Rate Loans or Libor Loans into a Loan by way of Bankers’ Acceptances or BA Equivalent Advances shall be deemed to be a Conversion Notice requesting a Conversion of such Loan into a Loan by way of Canadian Prime Rate Loans; and (f) any outstanding Rollover Notice requesting a Rollover of a Loan by way of Bankers’ Acceptances or BA Equivalent Advances, shall be deemed to be a Conversion Notice requesting a Conversion of such Loans into a Loan by way of Canadian Prime Rate Loans. The Canadian Agent shall promptly notify the Borrower Nexen and the Canadian Facility Lenders of any suspension of the BorrowerNexen’s right to request the Bankers’ Acceptances or BA Equivalent Advances and of any termination of any such suspension. A Lender BA Suspension Notice shall be effective upon receipt of the same by the Canadian Agent if received prior to 2:00 p.m. (Toronto time) on a Banking Day and and, if not, then on the next following Banking Day, except in connection with a Drawdown Notice, Conversion Notice or Rollover Notice previously received by the Canadian Agent, in which case the applicable Lender BA Suspension Notice shall only be effective with respect to such previously received Drawdown Notice, Conversion Notice or Rollover Notice if received by the Canadian Agent prior to 2:00 p.m. (Toronto time) two Banking Days prior to the proposed Drawdown Date, Conversion Date or Rollover Date (as applicable) applicable to such previously received Drawdown Notice, Conversion Notice or Rollover Notice, as applicable.

Market Disruption Respecting Bankers’ Acceptances. If: (a) the Agent (acting reasonably) makes a determination, which determination shall be conclusive and binding upon the Borrower, and notifies the Borrower, that there no longer exists an active market for bankers’ ' acceptances accepted by the Lenders; or (b) the Agent is advised by Lenders Xxxxxxx holding at least 25% of the Commitments of all Lenders hereunder by written notice (each, a “"Lender BA Suspension Notice”") that such Lenders have determined (acting reasonably) that the BA Discount 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 Bankers’ ' Acceptances accepted by such Lenders in the market; then: (c) the right of the Borrower to request Bankers’ ' Acceptances or BA Equivalent Advances from any Lender shall be suspended until the Agent determines that the circumstances causing such suspension no longer exist, and so notifies the Borrower and the Lenders; (d) any outstanding Drawdown Notice requesting a Loan by way of Bankers’ ' Acceptances or BA Equivalent Advances under a Credit Facility shall be deemed to be a Drawdown Notice requesting a Loan under the same Credit Facility by way of Canadian Prime Rate Loans in the amount specified in the original Drawdown Notice; (e) any outstanding Conversion Notice requesting a Conversion of a Loan by way of U.S. Base Rate Loans or Libor SOFR Loans under a Credit Facility into a Loan by way of Bankers’ ' Acceptances or BA Equivalent Advances under the same Credit Facility shall be deemed to be a Conversion Notice requesting a Conversion of such Loan into a Loan by way of Canadian Prime Rate LoansLoans under the same Credit Facility; and (f) any outstanding Rollover Notice requesting a Rollover of a Loan by way of Bankers’ ' Acceptances or BA Equivalent AdvancesAdvances under a Credit Facility, shall be deemed to be a Conversion Notice requesting a Conversion of such Loans into a Loan by way of Canadian Prime Rate LoansLoans under the same Credit Facility. The Agent shall promptly notify the Borrower and the Lenders of any suspension of the Borrower’s 's right to request the Bankers’ ' Acceptances or BA Equivalent Advances and of any termination of any such suspension. A Lender BA Suspension Notice shall be effective upon receipt of the same by the Agent if received prior to 2:00 p.m. (Toronto time) on a Banking Day and if not, then on the next following Banking Day, except in connection with a Drawdown Notice, Conversion Notice or Rollover Notice previously received by the Agent, in which case the applicable Lender BA Suspension Notice shall only be effective with respect to such previously received Drawdown Notice, Conversion Notice or Rollover Notice if received by the Agent prior to 2:00 p.m. (Toronto time) two Banking Days prior to the proposed Drawdown Date, Conversion Date or Rollover Date (as applicable) applicable to such previously received Drawdown Notice, Conversion Notice or Rollover Notice, as applicable.

Market Disruption Respecting Bankers’ Acceptances. If: (a) If the Agent (acting reasonably) makes a determination, which determination shall be conclusive and binding upon the Borrower, and notifies the Borrower, that that: (a) there no longer exists an active market for bankers’ acceptances accepted by the Lenders; or (b) the Agent is advised by Lenders holding at least 25% of the Commitments of all Lenders hereunder by written notice (each, a “Lender BA Suspension Notice”) that such Lenders have determined (acting reasonably) that the BA Discount 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 Bankers’ Acceptances accepted by such Lenders in the market; then: (c) the right of the Borrower to request Bankers’ Acceptances or BA Equivalent Advances from any Lender shall be suspended until the Agent determines that the circumstances causing such suspension no longer exist, and so notifies the Borrower and the LendersBorrower; (d) any outstanding Drawdown Notice requesting a Loan by way of Bankers’ Acceptances or BA Equivalent Advances shall be deemed to be a Drawdown Notice requesting a Loan by way of Canadian Prime Rate Loans in the amount specified in the original Drawdown Notice; (e) any outstanding Conversion Notice requesting a Conversion of a Loan Borrowing by way of U.S. Base Rate Loans or Libor Loans into a Loan loan by way of Bankers’ Acceptances or of BA Equivalent Advances shall be deemed to be a Conversion Notice requesting a Conversion of such Loan Borrowing into a Loan by way of Canadian Prime Rate Loans; and (f) any outstanding Rollover Notice requesting a Rollover of a Loan by way of Bankers’ Acceptances or BA Equivalent Advances, shall be deemed to be a Conversion Notice requesting a Conversion of such Loans into a Loan by way of Canadian Prime Rate Loansloans. The Agent shall promptly notify the Borrower and the Lenders of any suspension of the Borrower’s right to request the Bankers’ Acceptances or BA Equivalent Advances and of any termination of any such suspension. A Lender BA Suspension Notice shall be effective upon receipt of the same by the Agent if received prior to 2:00 p.m. (Toronto time) on a Banking Day and if not, then on the next following Banking Day, except in connection with a Drawdown Notice, Conversion Notice or Rollover Notice previously received by the Agent, in which case the applicable Lender BA Suspension Notice shall only be effective with respect to such previously received Drawdown Notice, Conversion Notice or Rollover Notice if received by the Agent prior to 2:00 p.m. (Toronto time) two Banking Days prior to the proposed Drawdown Date, Conversion Date or Rollover Date (as applicable) applicable to such previously received Drawdown Notice, Conversion Notice or Rollover Notice, as applicable.

Market Disruption Respecting Bankers’ Acceptances. The text of Section 13.2 of the Credit Agreement is hereby deleted in its entirety and the following is substituted therefor: “If: (a) the Agent (acting reasonably) makes a determination, which determination shall be conclusive and binding upon the Borrower, and notifies the Borrower, that there no longer exists an active market for bankers’ acceptances accepted by the Lenders; or (b) the Agent is advised by Lenders holding at least 25% of the Commitments of all Lenders hereunder a Lender by written notice (each, a “Lender BA Suspension Notice”) that such Lenders have Lender has determined (in its sole discretion, acting reasonablyin good faith) that the BA Discount Rate will not or does not accurately reflect the cost of funds of such Lenders Lender or the discount rate which would be applicable to a sale of Bankers’ Acceptances accepted by such Lenders Lender in the market; then: (c) the right of the Borrower to request Bankers’ Acceptances or BA Equivalent Advances from any Lender shall be suspended until the Agent determines that the circumstances causing such suspension no longer exist, and so notifies the Borrower and the Lenders; (d) any outstanding Drawdown Notice requesting a Loan by way of Bankers’ Acceptances or BA Equivalent Advances shall be deemed to be a Drawdown Notice requesting a Loan by way of Canadian Prime Rate Loans in the amount specified in the original Drawdown Notice; (e) any outstanding Conversion Notice requesting a Conversion of a Loan by way of U.S. Base Rate Loans or Libor Loans into a Loan by way of Bankers’ Acceptances or BA Equivalent Advances shall be deemed to be a Conversion Notice requesting a Conversion of such Loan into a Loan by way of Canadian Prime Rate Loans; and (f) any outstanding Rollover Notice requesting a Rollover of a Loan by way of Bankers’ Acceptances or BA Equivalent Advances, shall be deemed to be a Conversion Notice requesting a Conversion of such Loans into a Loan by way of Canadian Prime Rate Loans. The Agent shall promptly notify the Borrower and the Lenders of any suspension of the Borrower’s right to request the Bankers’ Acceptances or BA Equivalent Advances and of any termination of any such suspension. A Lender BA Suspension Notice shall be effective upon receipt of the same by the Agent if received prior to 2:00 p.m. (Toronto time) on a Banking Day and if not, then on the next following Banking Day, except in connection with a an outstanding Drawdown Notice, Conversion Notice or Rollover Notice previously received by the AgentNotice, in which case the applicable Lender BA Suspension Notice shall only be effective with respect to such previously received outstanding Drawdown Notice, Conversion Notice or Rollover Notice if received by the Agent prior to 2:00 p.m. (Toronto time) two Banking Days prior to the proposed Drawdown Date, Conversion Date or Rollover Date (as applicable) applicable to such previously received outstanding Drawdown Notice, Conversion Notice or Rollover Notice, as applicable.”.

Market Disruption Respecting Bankers’ Acceptances. IfNotwithstanding anything to the contrary herein contained, if: (a) the Agent (acting reasonably) makes a determination, which determination shall be conclusive and binding upon the Borrower, and notifies the Borrower, that there no longer exists an active market for bankers’ ' acceptances accepted by the Lenders; or (b) the Agent is advised by Lenders holding at least 25% of the Commitments of all Lenders hereunder Total Commitment by written notice (each, a “Lender "BA Suspension Notice”") that such Lenders have determined (acting reasonably) have determined that the BA Discount 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 Bankers’ ' Acceptances accepted by such Lenders in the marketmarket for the applicable term; then: (c) the right of the Borrower to request Bankers’ ' Acceptances or BA Equivalent Advances Loans from any Lender shall be suspended until the Agent determines that the circumstances causing such suspension no longer exist, and so notifies the Borrower and the Lenders; (d) any outstanding Notice of Drawdown Notice requesting a Loan by way the issuance of Bankers’ ' Acceptances or BA Equivalent Advances Loans shall be deemed to be a Notice of Drawdown Notice requesting a Prime Loan by way of Canadian Prime Rate Loans in the amount specified in the original Drawdown NoticeNotice of Drawdown; (e) any outstanding Conversion Notice of Borrowing requesting a Conversion of a USBR Loan by way of U.S. Base Rate Loans or Libor Loans LIBOR Loan into a Loan by way of Bankers’ ' Acceptances or BA Equivalent Advances Loans shall be deemed to be a Notice of Borrowing requesting a Conversion of such Advance into a Prime Loan; and (f) any outstanding Notice of Borrowing requesting a Rollover of Bankers' Acceptances or BA Equivalent Loans shall be deemed to be a Conversion Notice of Borrowing requesting a Conversion of such Loan Advance into a Loan by way of Canadian Prime Rate Loans; and (f) any outstanding Rollover Notice requesting a Rollover of a Loan by way of Bankers’ Acceptances or BA Equivalent Advances, shall be deemed to be a Conversion Notice requesting a Conversion of such Loans into a Loan by way of Canadian Prime Rate LoansLoan. The Agent shall promptly notify the Borrower and the Lenders of any suspension of the Borrower’s 's right to request the Bankers’ ' Acceptances or BA Equivalent Advances and of any termination of any such suspension. A Lender BA Suspension Notice shall be effective upon receipt of the same by the Agent if received prior to 2:00 p.m. 12:00 noon (Toronto Calgary, Alberta local time) on a Banking Day and if not, then on the next following Banking Day, except in connection with a Drawdown Notice, Conversion Notice or Rollover Notice of Borrowing previously received by the Agent, in which case the applicable Lender BA Suspension Notice shall only be effective with respect to such previously received Drawdown Notice, Conversion Notice or Rollover Notice of Borrowing if received by the Agent prior to 2:00 p.m. 12:00 noon (Toronto Calgary, Alberta local time) two Banking Days prior to the proposed Drawdown Date, Conversion Date or Rollover Date (as applicable) applicable to such previously received Drawdown Notice, Conversion Notice or Rollover Notice, as applicableof Borrowing.

Market Disruption Respecting Bankers’ Acceptances. If: (a) If the Agent (acting reasonably) makes a determination, which determination shall be conclusive and binding upon the Borrower, and notifies the Borrower, that that: (a) there no longer exists an active market for bankers’ acceptances accepted by the Lenders; or (b) the Agent is advised by Lenders holding at least 25% of the Commitments of all Lenders hereunder by written notice (each, a “Lender BA Suspension Notice”) that such Lenders have determined (acting reasonably) that the BA Discount 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 Bankers’ Acceptances accepted by such Lenders in the market; then: (c) the right of the Borrower to request Bankers’ Acceptances or BA Equivalent Advances from any Lender shall be suspended until the Agent determines that the circumstances causing such suspension no longer exist, and so notifies the Borrower and the LendersBorrower; (d) any outstanding Drawdown Notice requesting a Loan Loans by way of Bankers’ Acceptances or BA Equivalent Advances shall be deemed to be a Drawdown Notice requesting a Loan Loans by way of Canadian Prime Rate Loans in the amount specified in the original Drawdown Notice; (e) any outstanding Conversion Notice requesting a Conversion of a Loan by way of U.S. Base Rate Loans or Libor Loans into a Loan by way of Bankers’ Acceptances or BA Equivalent Advances shall be deemed to be a Conversion Notice requesting a Conversion of such Loan into a Loan by way of Canadian Prime Rate LoansLoan; and (f) any outstanding Rollover Notice requesting a Rollover of a Loan by way of Bankers’ Acceptances or BA Equivalent Advances, Advances shall be deemed to be a Conversion Notice requesting a Conversion of such Loans Loan into a Loan by way of Canadian Prime Rate LoansLoan. The Agent shall promptly notify the Borrower and the Lenders of any suspension of the Borrower’s right to request the Bankers’ Acceptances or BA Equivalent Advances and of any termination of any such suspension. A Lender BA Suspension Notice shall be effective upon receipt of the same by the Agent if received prior to 2:00 p.m. (Toronto time) on a Banking Day and if not, then on the next following Banking Day, except in connection with a Drawdown Notice, Conversion Notice or Rollover Notice previously received by the Agent, in which case the applicable Lender BA Suspension Notice shall only be effective with respect to such previously received Drawdown Notice, Conversion Notice or Rollover Notice if received by the Agent prior to 2:00 p.m. (Toronto time) two Banking Days prior to the proposed Drawdown Date, Conversion Date or Rollover Date (as applicable) applicable to such previously received Drawdown Notice, Conversion Notice or Rollover Notice, as applicable.

Market Disruption Respecting Bankers’ Acceptances. If:Exhibit 10.4 (a) the Agent (acting reasonably) makes a determination, which determination shall be conclusive and binding upon the Borrower, and notifies the Borrower, that there no longer exists an active market for bankers’ acceptances accepted by the Lenders; or (b) the Borrower is not marketing Bankers’ Acceptances on its own and the Agent is advised by Lenders holding at least 2535% of the Commitments of all Lenders hereunder Total Commitment by written notice (each, a “Lender BA Suspension Notice”) that such Lenders have determined (acting reasonably) that the BA Discount 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 Bankers’ Acceptances accepted by such Lenders in the marketmarket for the applicable term; then: (c) the right of the Borrower to request Bankers’ Acceptances or BA Equivalent Advances from any Lender shall be suspended until the Agent determines that the circumstances causing such suspension no longer exist, and so notifies the Borrower and the Lenders; (d) any outstanding Drawdown Notice requesting a Loan by way of Bankers’ Acceptances or BA Equivalent Advances shall be deemed to be a Drawdown Notice requesting a Prime Loan by way of Canadian Prime Rate Loans in the amount specified in the original Drawdown Notice; (e) any outstanding Conversion Conversion/Rollover/Repayment Notice requesting a Conversion of a Loan by way of U.S. Base Prime Loan, USBR Loan or LIBO Rate Loans or Libor Loans Loan into a Loan by way of Bankers’ Acceptances or BA Equivalent Advances shall be deemed to be a Conversion Conversion/Rollover/Repayment Notice requesting a Conversion of such Loan into a Loan by way of Canadian Prime Rate LoansLoan; and (f) any outstanding Rollover Conversion/Rollover/Repayment Notice requesting a Rollover of a Loan by way of Bankers’ Acceptances or BA Equivalent Advances, shall be deemed to be a Conversion Conversion/Rollover/Repayment Notice requesting a Conversion of such Loans Loan into a Loan by way of Canadian Prime Rate LoansLoan. The Agent shall promptly notify the Borrower and the Lenders of any suspension of the Borrower’s right to request the Bankers’ Acceptances or BA Equivalent Advances and of any termination of any such suspension. A Lender BA Suspension Notice shall be effective upon receipt of the same by the Agent if received prior to 2:00 p.m. 12:00 noon (Toronto time) on a Banking Day and if not, then on the next following Banking Day, except in connection with a Drawdown Notice, Conversion Notice or Rollover Conversion/Rollover/Repayment Notice previously received by the Agent, in which case the applicable Lender BA Suspension Notice shall only be effective with respect to such previously received Drawdown Notice, Conversion Notice or Rollover Conversion/Rollover/Repayment Notice if received by the Agent prior to 2:00 p.m. 12:00 noon (Toronto time) two 2 Banking Days prior to the proposed Drawdown Date, Conversion Date or Rollover Date (as applicable) applicable to such previously received Drawdown Notice, Conversion Notice or Rollover Conversion/Rollover/Repayment Notice, as applicable.

Market Disruption Respecting Bankers’ Acceptances. If: (a) the Agent (acting reasonably) makes a determination, which determination shall be conclusive and binding upon the Borrower, and notifies the Borrower, that there no longer exists an active market for bankers’ ' acceptances accepted by the Lenders; or (b) the Agent is advised by Lenders Lxxxxxx holding at least 25% of the Commitments of all Lenders hereunder by written notice (each, a “"Lender BA Suspension Notice”") that such Lenders have determined (acting reasonably) that the BA Discount 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 Bankers’ ' Acceptances accepted by such Lenders in the market; then: (c) the right of the Borrower to request Bankers’ ' Acceptances or BA Equivalent Advances from any Lender shall be suspended until the Agent determines that the circumstances causing such suspension no longer exist, and so notifies the Borrower and the Lenders; (d) any outstanding Drawdown Notice requesting a Loan by way of Bankers’ ' Acceptances or BA Equivalent Advances shall be deemed to be a Drawdown Notice requesting a Loan by way of Canadian Prime Rate Loans in the amount specified in the original Drawdown Notice; (e) any outstanding Conversion Notice requesting a Conversion of a Loan by way of U.S. Base Rate Loans or Libor Loans into a Loan by way of Bankers’ ' Acceptances or BA Equivalent Advances shall be deemed to be a Conversion Notice requesting a Conversion of such Loan into a Loan by way of Canadian Prime Rate Loans; and (f) any outstanding Rollover Notice requesting a Rollover of a Loan by way of Bankers’ ' Acceptances or BA Equivalent Advances, shall be deemed to be a Conversion Notice requesting a Conversion of such Loans into a Loan by way of Canadian Prime Rate Loans. The Agent shall promptly notify the Borrower and the Lenders of any suspension of the Borrower’s 's right to request the Bankers’ ' Acceptances or BA Equivalent Advances and of any termination of any such suspension. A Lender BA Suspension Notice shall be effective upon receipt of the same by the Agent if received prior to 2:00 p.m. (Toronto time) on a Banking Day and if not, then on the next following Banking Day, except in connection with a Drawdown Notice, Conversion Notice or Rollover Notice previously received by the Agent, in which case the applicable Lender BA Suspension Notice shall only be effective with respect to such previously received Drawdown Notice, Conversion Notice or Rollover Notice if received by the Agent prior to 2:00 p.m. (Toronto time) two Banking Days prior to the proposed Drawdown Date, Conversion Date or Rollover Date (as applicable) applicable to such previously received Drawdown Notice, Conversion Notice or Rollover Notice, as applicable.