Market Disruption Clause. In the event, and on each occasion, that on the day two (2) Business Days prior to the commencement of a particular Interest Period, Agent shall have determined in good faith on a non-discriminatory basis (which determination shall be conclusive and binding upon Borrower and the Banks absent manifest error) that (i) U.S. dollar deposits, in an amount approximately equal to the Loan, are not generally available at such time, (ii) reasonable means do not exist for ascertaining the Benchmark pursuant to the definition thereof for such Interest Period, (iii) the Benchmark for the requested Interest Period does not cover the cost of funds to the Banks for such Interest Period, or (iv) change in any Legal Requirements or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for Agent or any of the Banks to make or maintain loans bearing interest at the applicable Benchmark with respect to the Principal Balance or any portion thereof or to fund the Principal Balance or any portion thereof at the applicable Benchmark, Agent shall so notify Borrower, and the interest rate applicable to the portion of the Loan with respect to which such Benchmark was to pertain shall automatically convert to a rate of interest equal to the Prime Rate, it being agreed that the Prime Rate shall remain in effect thereafter with respect to such portion of the Loan unless and until Agent shall have determined in good faith on a non-discriminatory basis (which determination shall be conclusive and binding upon Borrower absent manifest error) that the aforesaid circumstances no longer exist, whereupon the interest rate applicable to such portion of the Loan shall be converted back to the then applicable Benchmark determined in the manner hereinabove set forth in this Agreement effective as of the first Payment Date for such portion of the Loan which commences two (2) Business Days or more after such good faith determination by Agent. After the implementation of a Benchmark Replacement, if Agent shall have determined in good faith (which determination shall be conclusive and binding upon Borrower absent manifest error; provided that such determination shall be made and applied to Borrower on a non-discriminatory basis along with other similarly situated borrowers under mortgage loans) that (i) U.S. dollar deposits, in an amount approximately equal to the Loan (or any portion thereof which is to bear inter...
Market Disruption Clause. 2.4.1 The Parties acknowledge that the Purchaser may be forced, by external (cost-related) developments to increase the Additional Discount, as set forth in article 2 (Discount), article 2.2.1. (Additional Discount). However, the Purchaser shall not be permitted to increase the Additional Discount more than once per factoring year, commencing with the factoring year that started on July 1st 2012.
Market Disruption Clause. 4.3.1. The Parties acknowledge that the Purchaser may be forced, by external (cost-related) developments to increase the Additional Discount, as set forth in article 4.2. However, the Purchaser shall not be permitted to increase the Additional Discount more than once per factoring year. The Purchaser shall inform the Seller of such a decision immediately by registered mail thereby documenting the developments that led to the Purchaser's decision. During a period of 90 days after receipt of such letter, the Parties, both acting in good faith, will conduct mutual negotiations with regard to the Purchaser's decision. During the same period of 90 days after receipt of such letter, the Seller has the right to terminate this Agreement by informing the Purchaser by registered mail, thereby providing the Purchaser with a notice period of 90 days during which this Agreement shall remain in force and effect. In the event the Seller does not provide the Purchaser with such registered letter as stipulated in this article, the changes made by the Purchaser shall be deemed accepted by the Seller.
4.3.2. The Parties hereby agree that the Purchaser has the right to increase the margin, as reflected by "M" in the Discount Fee stipulated in article 6.2., in accordance with the provisions of this article. Notwithstanding the foregoing (i) no such increase shall modify the purchase price with respect to accounts receivable that have been sold prior to the effective date of such increase, and (ii) all changes in liquidity premium possibly to be charged by the Purchaser onwards to the Seller as referenced in this article, shall be communicated by the Purchaser during the month before the month in which such changes would come into effect. The Parties hereby agree that, the liquidity premium charged to the Purchaser, shall be charged onwards by the Purchaser to the Seller. However, the Parties hereby agree that Purchaser shall only be entitled to charge such liquidity premium to the Seller as from the moment such liquidity premium charged to the Purchaser is equal or higher than 0.25%. In such event, the liquidity premium charged by the Purchaser to the Seller shall be equal to the difference between said 0.25% threshold and the liquidity premium actually charged to the Purchaser. However, the Parties hereby agree that, in the event the liquidity premium charged to the Purchaser would, at any time, become higher than 0.75%, and as a result thereof the liquidity premium charged o...
Market Disruption Clause. 16 (Tax gross-up and indemnities) or Clause 17 (Increased Costs) or paragraph 3 of Schedule 4 (Mandatory Cost formulae) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office or to a new or existing Lender willing to accept that transfer.
