Temporary Disruption of the Benchmark Sample Clauses

Temporary Disruption of the Benchmark. Subject to Section 17.2(b), if: (a) the Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the then-current Benchmark and such inability to ascertain is not expected to be permanent; or (b) the Agent has been advised by the Required Lenders that the then-current Benchmark will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan); then the Agent shall give notice thereof to the Borrower and the Lenders as promptly as practicable thereafter and, until the Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, any outstanding Loan that bears interest at a rate based on the then-current Benchmark shall on and from such day be converted by the Agent to, and shall constitute, a Loan that bears interest at a rate based on (1) Daily Simple SOFR, (2) the Agreed-Upon Replacement or (3) the Alternate Base Rate (in order of the foregoing priority pursuant to clauses (1) through (3) as to the first of which (x) clauses (a) and (b) above are not applicable and
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Temporary Disruption of the Benchmark. Subject to Sections 12.5(e) through 12.5(i), if: (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining Term SOFR and such inability to ascertain is not expected to be permanent; or (b) the Administrative Agent has been advised by the Majority Lenders that Term SOFR will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan); (A) the Administrative Agent shall give notice thereof to the Borrower, the Lenders and the Rating Agency as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist and (B)(x) any request for a borrowing of Term SOFR Loans shall instead be deemed to be a request for an ABR Loan and (y) any outstanding Term SOFR Loan shall on and from such day be converted by the Administrative Agent to, and shall constitute, an ABR Loan. If, with respect to any outstanding Interest Period, a Lender notifies the Administrative Agent that Term SOFR will not adequately reflect the cost to the Person of funding or maintaining its Term SOFR Loans for such Interest Period, then: (x) the Administrative Agent shall forthwith so notify the Borrower, the Lenders and the Rating Agency; and (y) upon such notice and thereafter while such circumstances exist, the applicable Lender shall not make any Term SOFR Loans during such period; provided that, (I) if the foregoing notice relates to Loans that are outstanding, such Loans shall be converted to ABR Loans only on the last day of the then-current Interest Period, and (II) upon receipt of such notice, the Borrower may revoke any outstanding requests for borrowing of Term SOFR Loans. For avoidance of doubt, until such time as the replacement rate is effective, the Loans will continue to bear interest based on the then-current Benchmark as of the last date of determination.
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Related to Temporary Disruption of the Benchmark

  • Temporary Disconnection Temporary disconnection shall continue only for so long as reasonably necessary under Good Utility Practice.

  • Temporary Safeguard Measures 1. A Contracting Party may adopt or maintain measures not conforming with its obligations under Article 2 relating to cross- border capital transactions and Article 15: (a) in the event of serious balance-of-payments and external financial difficulties or threat thereof; or (b) in cases where, in exceptional circumstances, Movements of capital cause or threaten to cause serious difficulties for macroeconomic management, in particular, monetary and exchange rate policies. 2. Measures referred to in paragraph 1: (a) shall be consistent with the Articles of Agreement of the International Monetary Fund, so long as the Contracting Party taking the measures is a party to the said Articles; (b) shall not exceed those necessary to deal with the circumstances set out in paragraph 1; (c) shall be temporary and shall be eliminated as soon as conditions permit; (d) shall be promptly notified to the other Contracting Party; and (e) shall avoid unnecessary damages to the commercial, economic and financial interests of the other Contracting Party. 3. Nothing in this Agreement shall be regarded as altering the rights enjoyed and obligations undertaken by a Contracting Party as a party to the Articles of Agreement of the International Monetary Fund.

  • H5 Disruption The Contractor shall take reasonable care to ensure that in the performance of its obligations under the Contract it does not disrupt the operations of the Authority, its employees or any other contractor employed by the Authority.

  • Temporary Upgrade An employee in a temporary upgrade status shall have no right to grieve or arbitrate release from such temporary upgrade status.

  • Temporary Layoffs A. The Employer may initiate a temporary layoff for up to twelve (12) working days per fiscal year. Employees will be given thirty (30) days’ notice before the effective date of a temporary layoff. Employees may request alternative temporary layoff days from their manager or supervisor and any requests will be considered and approved or denied in writing. B. A temporary layoff will not affect an employee’s incremental movement, vacation and sick leave accrual rates, or seniority. C. A temporary layoff is leave without pay. An employee may not use any leave for a temporary layoff day(s).

  • Cancellation or Adjustment of Global Security At such time as all beneficial interests in a Global Security have either been exchanged for Definitive Securities, redeemed, purchased or canceled, such Global Security shall be returned to the Depository for cancellation or retained and canceled by the Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Security is exchanged for certificated Securities, redeemed, purchased or canceled, the principal amount of Securities represented by such Global Security shall be reduced and an adjustment shall be made on the books and records of the Trustee (if it is then the Securities Custodian for such Global Security) with respect to such Global Security, by the Trustee or the Securities Custodian, to reflect such reduction.

  • Changes in Capital Adequacy Regulations If a Lender determines the amount of capital required or expected to be maintained by such Lender, any Lending Installation of such Lender or any corporation controlling such Lender is increased as a result of a Change, then, within 15 days of demand by such Lender, the Borrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender determines is attributable to this Agreement, its Loans or its Commitment to make Loans hereunder (after taking into account such Lender's policies as to capital adequacy). "Change" means (i) any change after the date of this Agreement in the Risk-Based Capital Guidelines or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) after the date of this Agreement which affects the amount of capital required or expected to be maintained by any Lender or any Lending Installation or any corporation controlling any Lender. "Risk-Based Capital Guidelines" means (i) the risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled "International Convergence of Capital Measurements and Capital Standards," including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

  • Temporary Layoff The Employer may temporarily layoff an employee for up to ninety (90) days due to an unanticipated loss of funding, revenue shortfall, lack of work, shortage of material or equipment, or other unexpected or unusual reasons. An employee will normally receive seven (7) days notice of a temporary layoff.

  • Disruption of Service Customer acknowledges and understands that Voice Service will not be available for use under certain circumstances, including without limitation when the network or facilities are not operating or if normal electrical power to the MTA, ATA or ALG is interrupted and such equipment does not have a functioning backup. Customer also understands and acknowledges that the performance of the battery backup is not guaranteed. If the battery backup does not provide power, Voice Services will not function until normal power is restored. Customer also understands that certain online features of Voice Service, where such features are available, will not be available under certain circumstances, including but not limited to the interruption of the Internet connection.

  • Eurodollar Changes in Law If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate); or (ii) impose on any Lender or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender; and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by such Lender (whether of principal, interest or otherwise), then the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

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