Common use of Termination and Reduction Clause in Contracts

Termination and Reduction. 16.1 In the event of acts of God, fire, storm, flood, earthquake, explosion, accident, acts of a public enemy or terrorism, war, rebellion, insurrection, sabotage, epidemic, quarantine restrictions, industrial dispute, transportation embargo or failure or delay in transportation that render the performance of the Services impracticable or impossible either Party may, upon providing a minimum of three (3) calendar months written notice to the other, terminate the SRA Agreement. 16.2 In addition to clause 16.1, ACIAR may at any time by written notice, terminate the SRA Agreement, or reduce it in scope. If the SRA Agreement is terminated under clause 16.1 or 16.2, ACIAR shall be liable only for: (a) payments under the payment provisions of the SRA Agreement for Services rendered before the effective date of termination; and (b) subject to clauses 16.3, 16.4 and 16.5 any reasonable costs incurred by the Commissioned Agent and directly attributable to the termination or partial termination of the SRA Agreement. 16.3 Upon receipt of a notice of termination the Commissioned Agent shall: (a) stop work as specified in the notice; (b) take all available steps to minimise loss resulting from that termination and protect the Material; and (c) continue work on any part of the Services not affected by the notice. 16.4 In the event of a reduction in scope, ACIAR's liability to provide funds under the SRA Agreement shall, in the absence of agreement to the contrary, ▇▇▇▇▇ proportionately to the reduction in the Services. 16.5 ACIAR shall not be liable to pay compensation in an amount that would, in addition to any amounts paid or due, or becoming due, to the Commissioned Agent under the SRA Agreement, together exceed the funds set out in the SRA Agreement. The Commissioned Agent shall not be entitled to compensation for loss of prospective profits. 16.6 If the Commissioned Agent fails to fulfil or is in breach of any of its material obligations under the SRA Agreement and does not rectify the omission or breach after receiving fourteen (14) days’ notice in writing from ACIAR to do so, ACIAR may terminate the SRA Agreement by giving written notice to the Commissioned Agent of the termination which is effective immediately.

Termination and Reduction. 16.1 19.1 In the event of acts of God, fire, storm, flood, earthquake, explosion, accident, acts of a public enemy or terrorism, war, rebellion, insurrection, sabotage, epidemic, quarantine restrictions, industrial dispute, transportation embargo or failure or delay in transportation that render the performance of the Services impracticable or impossible either Party may, upon providing a minimum of three (3) calendar months written notice to the other, terminate the SRA Agreement. 16.2 19.2 In addition to clause 16.119.1, ACIAR may at any time by written notice, terminate the SRA Agreement, or reduce it in scope. If the SRA Agreement is terminated under clause 16.1 19.1 or 16.219.2, ACIAR shall be liable only for: (a) payments under the payment provisions of the SRA Agreement for Services rendered before the effective date of termination; and (b) subject to clauses 16.319.3, 16.4 19.4 and 16.5 19.5 any reasonable costs incurred by the Commissioned Agent and directly attributable to the termination or partial termination of the SRA Agreement. 16.3 19.3 Upon receipt of a notice of termination the Commissioned Agent shall: (a) stop work as specified in the notice; (b) take all available steps to minimise loss resulting from that termination and protect the Material; and (c) continue work on any part of the Services not affected by the notice. 16.4 19.4 In the event of a reduction in scope, ACIAR's liability to provide funds under the SRA Agreement shall, in the absence of agreement to the contrary, ▇▇▇▇▇ proportionately to the reduction in the Services. 16.5 19.5 ACIAR shall not be liable to pay compensation in an amount that would, in addition to any amounts paid or due, or becoming due, to the Commissioned Agent under the SRA Agreement, together exceed the funds set out in the SRA Agreement. The Commissioned Agent shall not be entitled to compensation for loss of prospective profits. 16.6 19.6 If the Commissioned Agent fails to fulfil or is in breach of any of its material obligations under the SRA Agreement and does not rectify the omission or breach after receiving fourteen (14) days’ days notice in writing from ACIAR to do so, ACIAR may terminate the SRA Agreement by giving written notice to the Commissioned Agent of the termination which is effective immediately.

Termination and Reduction. 16.1 In the event of acts of God, fire, storm, flood, earthquake, explosion, accident, acts of a public enemy or terrorism, war, rebellion, insurrection, sabotage, epidemic, quarantine restrictions, industrial dispute, transportation embargo or failure or delay in transportation that render the performance of the Services impracticable or impossible either Party may, upon providing a minimum of three (3) calendar months written notice to the other, terminate the SRA Agreement. 16.2 . In addition to clause 16.1, ACIAR may at any time by written notice, terminate the SRA Agreement, or reduce it in scope. If the SRA Agreement is terminated under clause 16.1 or 16.2, ACIAR shall be liable only for: (a) : payments under the payment provisions of the SRA Agreement for Services rendered before the effective date of termination; and (b) and subject to clauses 16.3, 16.4 and 16.5 any reasonable costs incurred by the Commissioned Agent and directly attributable to the termination or partial termination of the SRA Agreement. 16.3 . Upon receipt of a notice of termination the Commissioned Agent shall: (a) : stop work as specified in the notice; (b) ; take all available steps to minimise loss resulting from that termination and protect the Material; and (c) and continue work on any part of the Services not affected by the notice. 16.4 . In the event of a reduction in scope, ACIAR's liability to provide funds under the SRA Agreement shall, in the absence of agreement to the contrary, ▇▇▇▇▇ proportionately to the reduction in the Services. 16.5 . ACIAR shall not be liable to pay compensation in an amount that would, in addition to any amounts paid or due, or becoming due, to the Commissioned Agent under the SRA Agreement, together exceed the funds set out in the SRA Agreement. The Commissioned Agent shall not be entitled to compensation for loss of prospective profits. 16.6 . If the Commissioned Agent fails to fulfil or is in breach of any of its material obligations under the SRA Agreement and does not rectify the omission or breach after receiving fourteen (14) days’ notice in writing from ACIAR to do so, ACIAR may terminate the SRA Agreement by giving written notice to the Commissioned Agent of the termination which is effective immediately.

Termination and Reduction. 16.1 In of Revolving Commitments ; Increase in Revolving Commitments; Incremental Term Loans . (a) Unless previously terminated, the event Revolving Commitments shall terminate on the Maturity Date. (b) The Borrower may at any time terminate the Revolving Commitments upon (i) the payment in full of acts all outstanding Revolving Loans, together with accrued and unpaid interest thereon and on any LC Exposure, (ii) the cancellation and return of Godall outstanding Letters of Credit (or alternatively, firewith respect to each such Letter of Credit, storm, flood, earthquake, explosion, accident, acts the furnishing to the Administrative Agent of a public enemy cash deposit (or terrorism, war, rebellion, insurrection, sabotage, epidemic, quarantine restrictions, industrial dispute, transportation embargo or failure or delay in transportation that render at the performance discretion of the Services impracticable Administrative Agent a back-up standby letter of credit satisfactory to the Administrative Agent and the Issuing Bank) in an amount equal to 105% of the LC Exposure as of such date), (iii) the payment in full of the accrued and unpaid fees, and (iv) the payment in full of all reimbursable expenses and other Obligations, together with accrued and unpaid interest thereon. (c) The Borrower may from time to time reduce the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $5,000,000 and not less than $5,000,000 and (ii) the Borrower shall not terminate or impossible either Party mayreduce the Revolving Commitments if, upon providing a minimum after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, the Aggregate Revolving Exposure would exceed the aggregate Revolving Commitments. (d) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) or (c) of this Section at least three (3) calendar months written notice Business Days prior to the other, terminate the SRA Agreement. 16.2 In addition to clause 16.1, ACIAR may at any time by written notice, terminate the SRA Agreement, or reduce it in scope. If the SRA Agreement is terminated under clause 16.1 or 16.2, ACIAR shall be liable only for: (a) payments under the payment provisions of the SRA Agreement for Services rendered before the effective date of termination; and (b) subject to clauses 16.3such termination or reduction, 16.4 specifying such election and 16.5 the effective date thereof. Promptly following receipt of any reasonable costs incurred notice, the Administrative Agent shall advise the Lenders of the contents thereof. Each notice delivered by the Commissioned Agent and directly attributable Borrower pursuant to the termination or partial termination of the SRA Agreement. 16.3 Upon receipt of this Section shall be irrevocable; provided that a notice of termination of the Commissioned Revolving Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other indebtedness or any other event, in which case such notice may be revoked or delayed by the Borrower (by notice to the Administrative Agent shall:on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments shall be permanent. Each reduction of the Revolving Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments. (e) The Borrower may from time to time after the Effective Date elect to increase the Revolving Commitments or enter into one or more tranches of term loans (each an “ Incremental Term Loan ”), in each case in minimum increments of $10,000,000; so long as, after giving effect thereto, the aggregate amount of all such increases and all such Incremental Term Loans shall not exceed $75,000,000. The Borrower may arrange for any such increase or Incremental Term Loans to be provided by one or more Lenders (each Lender so agreeing to an increase in its Revolving Commitment, or to participate in such Incremental Term Loans, an “ Increasing Lender ”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender ”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Revolving Commitments, or to participate in or provide such Incremental Term Loans, or provide new Revolving Commitments, as the case may be; provided that (i) each -45- Augmenting Lender shall be subject to the approval of the Borrower and, in the case of an increase in the Revolving Commitments and solely to the extent that the consent of each such Person would be required to effect an assignment under Section 9.04(b), the Administrative Agent, the Issuing Bank and the Swingline Lender (each such approval not to be unreasonably withheld, delayed or conditioned) and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit D hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit E hereto. No consent of any Lender (other than the Lenders participating in the increase or any Incremental Term Loan and as set forth in the immediately preceding clause (i)) shall be required for any increase in Revolving Commitments or Incremental Term Loans pursuant to this Section 2.09(e). Increases and new Revolving Commitments and Incremental Term Loans created pursuant to this Section 2.09(e) shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Revolving Commitments (or in the Revolving Commitment of any Lender) or tranche of Incremental Term Loans shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase or Incremental Term Loans, (A) the conditions set forth in paragraphs (a) stop work as specified in the notice; and (b) take of Section 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer or other executive officer of the Borrower and (B) the Borrower shall be in compliance (immediately before and after giving effect (including giving effect on a pro forma basis after giving effect to the application on such date of the proceeds of any Loans funded on such date) to such increase or Incremental Term Loans, as applicable) with the covenants contained in Section 6.12 and (ii) the Administrative Agent shall have received documents and opinions consistent with those delivered on the Effective Date as to the organizational power and authority of the Borrower (including, without limitation, resolutions with respect to borrowing such increase or Incremental Term Loans). On the effective date of any increase in the Revolving Commitments or any Incremental Term Loans being made, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase or such Incremental Term Loans and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all available steps the Lenders to minimise loss resulting from that termination equal its Applicable Percentage of such outstanding Revolving Loans, and protect (ii) except in the Material; case of any Incremental Term Loans, the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Revolving Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and , in respect of each Eurodollar Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.16 if the deemed payment occurs other than on the last day of the related Interest Periods. The Incremental Term Loans (a) shall rank pari passu in right of payment with the Revolving Loans, (b) shall not mature earlier than the Maturity Date (but may have amortization prior to such date) and (c) continue work on shall be treated substantially the same as (and in any part event no more favorably than) the Revolving Loans; provided that (i) the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the Services not affected Maturity Date may provide for material additional or different financial or other covenants or prepayment requirements applicable only during periods after the Maturity Date and (ii) the Incremental Term Loans may be priced differently than the Revolving Loans. Incremental Term Loans may be made hereunder pursuant to an amendment or restatement (an “ Incremental Term Loan Amendment ”) of this Agreement and, as appropriate, the other Loan Documents, executed by the notice. 16.4 In Borrower, each Increasing Lender participating in such tranche, each Augmenting Lender participating in such tranche, if any, and the event of a reduction in scope, ACIAR's liability to provide funds under the SRA Agreement shall, in the absence of agreement to the contrary, ▇▇▇▇▇ proportionately to the reduction in the Services. 16.5 ACIAR shall not be liable to pay compensation in an amount that would, in addition to any amounts paid or due, or becoming due, to the Commissioned Agent under the SRA Agreement, together exceed the funds set out in the SRA AgreementAdministrative Agent. The Commissioned Agent shall not be entitled to compensation for loss of prospective profits. 16.6 If Incremental Term Loan Amendment may, without the Commissioned Agent fails to fulfil or is in breach consent of any of its material obligations under the SRA Agreement and does not rectify the omission or breach after receiving fourteen (14) days’ notice in writing from ACIAR other Lenders, effect such amendments to do so, ACIAR may terminate the SRA Agreement by giving written notice to the Commissioned Agent of the termination which is effective immediately.this -46-

Termination and Reduction. 16.1 In of Revolving Commitments; Increase in Revolving Commitments. (a) Unless previously terminated the event Revolving Commitments shall terminate on the Maturity Date. (b) The Borrowers may at any time terminate the Revolving Commitments upon (i) the payment in full in cash of acts all outstanding Revolving Loans, together with accrued and unpaid interest thereon and on any LC Exposure, (ii) the cancellation and return of Godall outstanding Letters of Credit (or alternatively, firewith respect to each such Letter of Credit, stormthe Cash Collateralization (or, flood, earthquake, explosion, accident, acts of a public enemy or terrorism, war, rebellion, insurrection, sabotage, epidemic, quarantine restrictions, industrial dispute, transportation embargo or failure or delay in transportation that render at the performance discretion of the Services impracticable Administrative Agent, a back-up standby letter of credit satisfactory to the Administrative Agent and the Issuing Bank)) of all outstanding Letters of Credit, (iii) the payment in full in cash of the accrued and unpaid fees, and (iv) the payment in full in cash of all reimbursable expenses and other Obligations, together with accrued and unpaid interest thereon. (c) The Borrowers may from time to time reduce the Revolving Commitments; provided that (i) each reduction of the Revolving Commitments shall be in an amount that is an integral multiple of $5,000,000 and (ii) the Borrowers shall not terminate or impossible either Party mayreduce the Revolving Commitments if, upon providing a minimum after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.11, the Borrowers would not be in compliance with the Revolving Exposure Limitations. (d) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Revolving Commitments under paragraph (b) or (c) of this Section at least three (3) calendar months written notice Business Days prior to the other, terminate the SRA Agreement. 16.2 In addition to clause 16.1, ACIAR may at any time by written notice, terminate the SRA Agreement, or reduce it in scope. If the SRA Agreement is terminated under clause 16.1 or 16.2, ACIAR shall be liable only for: (a) payments under the payment provisions of the SRA Agreement for Services rendered before the effective date of termination; and (b) subject to clauses 16.3such termination or reduction, 16.4 specifying such election and 16.5 the effective date thereof. Promptly following receipt of any reasonable costs incurred notice, the Administrative Agent shall advise the Revolving Lenders of the contents thereof. Each notice delivered by the Commissioned Agent and directly attributable Borrower Representative pursuant to the termination or partial termination of the SRA Agreement. 16.3 Upon receipt of this Section shall be irrevocable; provided that a notice of termination of the Commissioned Revolving Commitments delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent shall:on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Revolving Commitments shall be permanent. Each reduction of the Revolving Commitments shall be made ratably among the Revolving Lenders in accordance with their respective Revolving Commitments. (ae) stop work as specified The Borrowers shall have the right to increase the Revolving Commitments by obtaining additional Revolving Commitments, either from one or more of the Revolving Lenders or another lending institution provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000, (ii) the Revolving Commitments may be increased pursuant hereto on no more than four (4) occasions, (iii) the aggregate amount of all additional Revolving Commitments obtained under this clause (e) shall not exceed $100,000,000, (iv) the identity of any such new Revolving Lender shall be reasonably acceptable to the Administrative Agent, such approval not to be unreasonably withheld or delayed, (v) any such new Revolving Lender assumes all of the rights and obligations of a “Revolving Lender” hereunder, and (vi) the procedure described in Section 2.09(f) have been satisfied. Nothing (f) Any amendment hereto for such an increase or addition shall be in form and substance reasonably satisfactory to the Administrative Agent and shall only require the written signatures of the Administrative Agent, the Borrowers and each Revolving Lender being added or increasing its Revolving Commitment, subject only to the approval of the Required Revolving Lenders if any such increase or addition would cause the Revolving Commitments to exceed $650,000,000700,000,000. As a condition precedent to such an increase or addition, the Borrowers shall deliver to the Administrative Agent (i) a certificate of each Loan Party signed by an Responsible Officer of such Loan Party (A) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (B) in the notice;case of the Borrowers, certifying that, before and after giving effect to such increase or addition, (1) the representations and warranties contained in Article III and the other Loan Documents are true and correct in all material respects (except that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date, and that any representation or warranty which is subject to any materiality qualifier shall be required to be true and correct in all respects) and (2) no Default exists, and (ii) legal opinions and documents consistent with those delivered on the Closing Date, to the extent reasonably requested by the Administrative Agent. (bg) take all available steps to minimise loss resulting from that termination and protect On the Material; and effective date of any such increase or addition, (ci) continue work on any part of the Services not affected by the notice. 16.4 In the event of a reduction in scope, ACIAR's liability to provide funds under the SRA Agreement shallRevolving Lender increasing (or, in the absence case of agreement any newly added Revolving Lender, extending) its Revolving Commitment shall make available to the contraryAdministrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, ▇▇▇▇▇ proportionately for the benefit of the other Revolving Lenders, as being required in order to cause, after giving effect to such increase or addition and the use of such amounts to make payments to such other Revolving Lenders, each Revolving Lender’s portion of the outstanding Revolving Loans of all the Revolving Lenders to equal its revised Applicable Percentage of such outstanding Revolving Loans, and the Administrative Agent shall make such other adjustments among the Revolving Lenders with respect to the reduction in the Services. 16.5 ACIAR shall not be liable to pay compensation in an amount that wouldRevolving Loans then outstanding and amounts of principal, in addition to any interest, commitment fees and other amounts paid or duepayable with respect thereto as shall be necessary, in the opinion of the Administrative Agent, in order to effect such reallocation and (ii) the Borrowers shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase (or becoming dueaddition) in the Revolving Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower Representative, in accordance with the requirements of Section 2.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each SOFR Rate Loan (if applicable), shall be subject to indemnification by the Borrowers pursuant to the Commissioned provisions of Section 2.15(d) if the deemed payment occurs other than on the last day of the related Interest Periods. Within a reasonable time after the effective date of any increase or addition, the Administrative Agent under shall, and is hereby authorized and directed to, revise the SRA AgreementCommitment Schedule to reflect such increase or addition and shall distribute such revised Commitment Schedule to each of the Revolving Lenders and the Borrower Representative, together exceed whereupon such revised Commitment Schedule shall replace the funds set out in the SRA old Commitment Schedule and become part of this Agreement. The Commissioned Agent shall not be entitled to compensation for loss of prospective profits. 16.6 If Additionally, on the Commissioned Agent fails to fulfil or is in breach effective date of any of its material obligations under such increase or addition, the SRA Agreement following dollar floors shall be automatically and does not rectify proportionately increased (such that the omission or breach after receiving fourteen (14) days’ notice percentage yielded by dividing such existing dollar floor by the aggregate Revolving Commitments, in writing from ACIAR to do so, ACIAR may terminate the SRA Agreement by giving written notice each case as in effect prior to the Commissioned Agent effectiveness of such increased or additional Revolving Commitments, is the termination which is effective immediately.same as the percentage yielded by dividing such increased dollar floor by the aggregate Revolving Commitments, in each case immediately following the effectiveness of such increased or additional Revolving Commitments): (i) the maximum amounts of Swingline Loans set forth in Section 2.05(a); (ii) the dollar

Termination and Reduction. 16.1 In the event of acts of God, fire, storm, flood, earthquake, explosion, accident, acts of a public enemy or terrorism, war, rebellion, insurrection, sabotage, epidemic, quarantine restrictions, industrial dispute, transportation embargo or failure or delay in transportation that render the performance of the Services impracticable or impossible either Party may, upon providing a minimum of three (3) calendar months written notice to the other, terminate the SRA Agreement. 16.2 . In addition to clause 16.119.1, ACIAR may at any time by written notice, terminate the SRA Agreement, or reduce it in scope. If the SRA Agreement is terminated under clause 16.1 19.1 or 16.219.2, ACIAR shall be liable only for: (a) : payments under the payment provisions of the SRA Agreement for Services rendered before the effective date of termination; and (b) and subject to clauses 16.319.3, 16.4 19.4 and 16.5 19.5 any reasonable costs incurred by the Commissioned Agent and directly attributable to the termination or partial termination of the SRA Agreement. 16.3 . Upon receipt of a notice of termination the Commissioned Agent shall: (a) : stop work as specified in the notice; (b) ; take all available steps to minimise loss resulting from that termination and protect the Material; and (c) and continue work on any part of the Services not affected by the notice. 16.4 . In the event of a reduction in scope, ACIAR's liability to provide funds under the SRA Agreement shall, in the absence of agreement to the contrary, ▇▇▇▇▇ proportionately to the reduction in the Services. 16.5 . ACIAR shall not be liable to pay compensation in an amount that would, in addition to any amounts paid or due, or becoming due, to the Commissioned Agent under the SRA Agreement, together exceed the funds set out in the SRA Agreement. The Commissioned Agent shall not be entitled to compensation for loss of prospective profits. 16.6 . If the Commissioned Agent fails to fulfil or is in breach of any of its material obligations under the SRA Agreement and does not rectify the omission or breach after receiving fourteen (14) days’ days notice in writing from ACIAR to do so, ACIAR may terminate the SRA Agreement by giving written notice to the Commissioned Agent of the termination which is effective immediately.