Inability to Determine Rates; Change in Legality. (a) Subject to clause (b) below, if, on or prior to the first day of any Rate Tranche Period for any funding of any portion of the Asset Portfolio or Capital at Term SOFR: (i) the Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof, or (ii) any Financial Institution determines that for any reason in connection with any request for any funding of any portion of the Asset Portfolio or Capital at Term SOFR or a conversion thereto or a continuation thereof that Term SOFR for any requested Rate Tranche Period with respect to a proposed funding of any portion of the Asset Portfolio or Capital at Term SOFR does not adequately and fairly reflect the cost to the applicable Financial Institution’s Purchase Group of funding its Pro Rata Share of the Aggregate Capital in respect to the Financial Institutions in such Financial Institution’s Purchaser Group, and such Financial Institution has provided notice of such determination to the Agent, the Agent will promptly so notify the Seller and each Purchaser Agent. Upon notice thereof by the Agent to the Seller, any obligation of the Financial Institutions to make or fund any funding of any portion of the Asset Portfolio or Capital at Term SOFR, and any right of the Seller to continue any funding of any portion of the Asset Portfolio or Capital at Term SOFR or to convert such portion of the Asset Portfolio or Capital of the Financial Institution funded at the Alternate Base Rate to a funding of such portion of the Asset Portfolio or Capital of the Financial Institution at Term SOFR, shall be suspended (to the extent of the affected portion of the Asset Portfolio or Capital funded at Term SOFR or affected Rate Tranche Periods) until the Agent (with respect to clause (ii), at the instruction of the Purchaser Agent (or group of Purchaser Agents)) revokes such notice. Upon receipt of such notice, (i) the Seller may revoke any pending request for a purchase of, conversion to or continuation of any funding of any portion of the Asset Portfolio or Capital at Term SOFR (to the extent of the affected portion of the Asset Portfolio or Capital funded at Term SOFR or affected Rate Tranche Periods) or, failing that, the Seller will be deemed to have converted any such request into a request for a funding of a Purchase at, or conversion to a Purchase funded at the Alternate Base Rate in the amount specified therein and (ii) any outstanding affected portion of the Asset Portfolio or Capital funded at Term SOFR will be deemed to have been converted into a funding of such portion of the Asset Portfolio or Capital at the Alternate Base Rate at the end of the applicable Rate Tranche Period. Upon any such conversion, the Seller shall also pay accrued Financial Institution Yield on the amount so converted, together with any additional amounts pursuant to Section 4.7. Subject to clause (c), if the Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the Financial Institution Yield on any portion of the Asset Portfolio or Capital funded at the Alternate Base Rate shall be determined by the Agent without reference to clause (c) of the definition of “Alternate Base Rate” until the Agent revokes such determination. (b) If any Financial Institution determines that any law has made it unlawful, or that any governmental authority has asserted that it is unlawful, for any Purchaser in its Financial Institution’s Purchaser Group or its applicable lending office to make, maintain or fund Purchases whose yield rate is determined by reference to SOFR, the Term SOFR Reference Rate or Term SOFR, or to determine or charge yield rates based upon SOFR, the Term SOFR Reference Rate or Term SOFR, then, upon notice thereof by such Financial Institution to the Seller (through the Agent), (a) any obligation of the Purchaser in such Financial Institution’s Purchaser Group to provide any funding of any portion of the Asset Portfolio or Capital at Term SOFR, and any right of the Seller to continue any funding of any portion of the Asset Portfolio or Capital at Term SOFR or to convert such portion of the Asset Portfolio or Capital of the Financial Institution funded at the Alternate Base Rate to a funding of such portion of the Asset Portfolio or Capital of the Financial Institution at Term SOFR, shall be suspended, and (b) the yield rate on which such portion of the Asset Portfolio or Capital of the Financial Institution funded at the Alternate Base Rate shall, if necessary to avoid such illegality, be determined by the Agent without reference to clause (c) of the definition of “Alternate Base Rate”, in each case until such Financial Institution notifies the Agent and the Seller that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (i) the Seller shall, if necessary to avoid such illegality, upon demand from any Financial Institution (with a copy to the Agent), prepay or, if applicable, convert all of such Financial Institution’s Pro Rata Share of the Aggregate Capital from being funded at Term SOFR to being funded at Alternate Base Rate (the yield rate on which any funding of any portion of the Asset Portfolio or Capital at by such Financial Institution at the Alternate Base Rate shall, if necessary to avoid such illegality, be determined by the Agent without reference to clause (c) of the definition of “Alternate Base Rate”), on the last day of the Rate Tranche Period therefor, if all affected Financial Institutions may lawfully continue to maintain such any portion of the Asset Portfolio or Capital funded at Term SOFR to such day, or immediately, if any Financial Institution may not lawfully continue to maintain such portion of the Asset Portfolio or Capital funded at Term SOFR to such day, and (ii) if necessary to avoid such illegality, the Agent shall during the period of such suspension compute the Alternate Base Rate without reference to clause (c) of the definition of “Alternate Base Rate,” in each case until the Agent is advised in writing by each affected Financial Institution that it is no longer illegal for such Financial Institution to determine or charge interest rates based upon SOFR, the Term SOFR Reference Rate or Term SOFR. Upon any such prepayment or conversion, the Seller shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts pursuant to Section 4.7.
Appears in 3 contracts
Samples: Receivables Purchase Agreement (Patterson Companies, Inc.), Receivables Purchase Agreement (Patterson Companies, Inc.), Receivables Purchase Agreement (Patterson Companies, Inc.)
Inability to Determine Rates; Change in Legality. (a) Subject to clause (b) belowSection 4.6, if, on or prior any day with respect to the first day of any Rate Tranche Period for any funding of any portion of the Asset Portfolio or Capital at Daily One Month Term SOFRSOFR Invested Amounts:
(i) the Agent Administrator determines (which determination shall be conclusive and binding absent manifest error) that “Daily One Month Term SOFR” cannot be determined pursuant to the definition thereof, or
(ii) any Financial Institution determines the Required Purchaser Agents determine that for any reason in connection with any request for any funding of any portion of the Asset Portfolio or Capital at Daily One Month Term SOFR Invested Amounts or a conversion thereto or a continuation thereof that Daily One Month Term SOFR for any requested Rate Tranche Period day with respect to a proposed funding of any portion of the Asset Portfolio or Capital at Daily One Month Term SOFR Invested Amounts does not adequately and fairly reflect the cost to the applicable Financial Institution’s Purchase Group Purchasers of funding its Pro Rata Share of the Aggregate Capital in respect to the Financial Institutions in such Financial Institution’s Purchaser GroupPurchase, and such Financial Institution has the Required Purchaser Agents have provided notice of such determination to the AgentAdministrator, the Agent Administrator will promptly so notify the Seller and each Purchaser AgentPurchaser. Upon notice thereof by the Agent Administrator to the Seller, any obligation of the Financial Institutions Purchasers to make or fund any funding of any portion of the Asset Portfolio or Capital at Daily One Month Term SOFRSOFR Invested Amounts, and any right of the Seller to continue any funding of any portion of the Asset Portfolio or Capital at Daily One Month Term SOFR Invested Amounts or to convert such portion of the Asset Portfolio or Capital of the Financial Institution funded at the Alternate Base Rate Invested Amounts to a funding of such portion of the Asset Portfolio or Capital of the Financial Institution at Daily One Month Term SOFRSOFR Invested Amounts, shall be suspended (to the extent of the affected portion of the Asset Portfolio or Capital funded at Daily One Month Term SOFR or affected Rate Tranche PeriodsInvested Amounts) until the Agent Administrator (with respect to clause (ii), at the instruction of the Purchaser Agent (or group of Required Purchaser Agents)) revokes such notice. Upon receipt of such notice, (i) the Seller may revoke any pending request for a purchase borrowing of, conversion to or continuation of any funding of any portion of the Asset Portfolio or Capital at Daily One Month Term SOFR Invested Amounts (to the extent of the affected portion of the Asset Portfolio or Capital funded at Daily One Month Term SOFR or affected Rate Tranche PeriodsInvested Amounts) or, failing that, the Seller will be deemed to have converted any such request into a request for a funding Purchase of a Purchase at, or conversion to a Purchase funded at the Alternate Base Rate Invested Amounts in the amount specified therein and (ii) any outstanding affected portion of the Asset Portfolio or Capital funded at Daily One Month Term SOFR Invested Amounts will be deemed to have been converted into a funding of such portion of the Asset Portfolio or Capital at the Alternate Base Rate at the end of the applicable Rate Tranche PeriodInvested Amounts on such day. Upon any such conversion, the Seller shall also pay accrued Financial Institution Yield interest on the amount so converted, together with any additional amounts pursuant to Section 4.7. Subject to clause (c)Section 4.6, if the Agent Administrator determines (which determination shall be conclusive and binding absent manifest error) that “Daily One Month Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the Financial Institution Yield interest rate on any portion of the Asset Portfolio or Capital funded at the Alternate Base Rate Invested Amounts shall be determined by the Agent without Administrator by reference to clause (ca)(ii) of the definition of “Alternate Base Rate” until the Agent Administrator revokes such determination.
(b) If any Financial Institution Purchaser determines that any law Change in Law has made it unlawful, or that any governmental authority Official Body has asserted that it is unlawful, for any Purchaser in its Financial Institution’s Purchaser Group or its applicable lending office to make, maintain or fund Purchases whose yield rate interest is determined by reference to SOFR, the Term SOFR Reference Rate or Daily One Month Term SOFR, or to determine or charge yield interest rates based upon SOFR, the Term SOFR Reference Rate or Daily One Month Term SOFR, then, upon notice thereof by such Financial Institution Purchaser to the Seller (through the AgentAdministrator), (a) any obligation of the Purchaser in such Financial Institution’s Purchaser Group Purchasers to provide any funding of any portion of the Asset Portfolio or Capital at fund Daily One Month Term SOFRSOFR Invested Amounts, and any right of the Seller to continue any funding of any portion of the Asset Portfolio or Capital at Daily One Month Term SOFR Invested Amounts or to convert such portion of the Asset Portfolio or Capital of the Financial Institution funded at the Alternate Base Rate Invested Amounts to a funding of such portion of the Asset Portfolio or Capital of the Financial Institution at Daily One Month Term SOFRSOFR Invested Amounts, shall be suspended, and (b) the yield interest rate on which such portion of the Asset Portfolio or Capital of the Financial Institution funded at the Alternate Base Rate Invested Amounts shall, if necessary to avoid such illegality, be determined by the Agent without Administrator by reference to clause (ca)(ii) of the definition of “Alternate Base Rate”, in each case until such Financial Institution Purchaser notifies the Agent Administrator and the Seller that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (i) the Seller shall, if necessary to avoid such illegality, upon demand from any Financial Institution Purchaser (with a copy to the AgentAdministrator), prepay or, if applicable, convert all of such Financial Institution’s Pro Rata Share of the Aggregate Capital from being funded at Daily One Month Term SOFR Invested Amounts to being funded at Alternate Base Rate Invested Amounts (the yield interest rate on which any funding of any portion of the Asset Portfolio or Capital at by such Financial Institution at the Alternate Base Rate Invested Amounts of such Purchaser shall, if necessary to avoid such illegality, be determined by the Agent without Administrator by reference to clause (ca)(ii) of the definition of “Alternate Base Rate”), on the last day of the Rate Tranche Period therefor, if all affected Financial Institutions may lawfully continue to maintain such any portion of the Asset Portfolio or Capital funded at Term SOFR to such day, or ) immediately, if any Financial Institution may not lawfully continue to maintain such portion of the Asset Portfolio or Capital funded at Term SOFR to such day, and (ii) if necessary to avoid such illegality, the Agent Administrator shall during the period of such suspension compute the Alternate Base Rate without by reference to clause (ca)(ii) of the definition of “Alternate Base Rate,” in each case until the Agent Administrator is advised in writing by each affected Financial Institution Purchaser that it is no longer illegal for such Financial Institution Purchaser to determine or charge interest rates based upon SOFR, the Term SOFR Reference Rate Rate, Daily One Month Term SOFR or Term SOFR. Upon any such prepayment or conversion, the Seller shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts pursuant to Section 4.7.
Appears in 3 contracts
Samples: Receivables Purchase Agreement (Amerisourcebergen Corp), Receivables Purchase Agreement (Cencora, Inc.), Receivables Purchase Agreement (Amerisourcebergen Corp)
Inability to Determine Rates; Change in Legality. (a) Subject to clause (b) below, if, on or prior to the first day of any Rate Tranche Period for any funding of any portion of the Asset Portfolio or Capital at Term SOFR:
(i) the Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof, or
(ii) any Financial Institution determines that for any reason in connection with any request for any funding of any portion of the Asset Portfolio or Capital at Term SOFR or a conversion thereto or a continuation thereof that Term SOFR for any requested Rate Tranche Period with respect to a proposed funding of any portion of the Asset Portfolio or Capital at Term SOFR does not adequately and fairly reflect the cost to the applicable Financial Institution’s Purchase Group of funding its Pro Rata Share of the Aggregate Capital in respect to the Financial Institutions in such Financial Institution’s Purchaser Group, and such Financial Institution has provided notice of such determination to the Agent, the Agent will promptly so notify the Seller and each Purchaser Agent. Upon notice thereof by the Agent to the Seller, any obligation of the Financial Institutions to make or fund any funding of any portion of the Asset Portfolio or Capital at Term SOFR, and any right of the Seller to continue any funding of any portion of the Asset Portfolio or Capital at Term SOFR or to convert such portion of the Asset Portfolio or Capital of the Financial Institution funded at the Alternate Base Rate to a funding of such portion of the Asset Portfolio or Capital of the Financial Institution at Term SOFR, shall be suspended (to the extent of the affected portion of the Asset Portfolio or Capital funded at Term SOFR or affected Rate Tranche Periods) until the Agent (with respect to clause (ii), at the instruction of the Purchaser Agent (or group of Purchaser Agents)) revokes such notice. Upon receipt of such notice, (i) the Seller may revoke any pending request for a purchase of, conversion to or continuation of any funding of any portion of the Asset Portfolio or Capital at Term SOFR (to the extent of the affected portion of the Asset Portfolio or Capital funded at Term SOFR or affected Rate Tranche Periods) or, failing that, the Seller will be deemed to have converted any such request into a request for a funding of a Purchase at, or conversion to a Purchase funded at the Alternate Base 11 RECEIVABLES PURCHASE AGREEMENT Rate in the amount specified therein and (ii) any outstanding affected portion of the Asset Portfolio or Capital funded at Term SOFR will be deemed to have been converted into a funding of such portion of the Asset Portfolio or Capital at the Alternate Base Rate at the end of the applicable Rate Tranche Period. Upon any such conversion, the Seller shall also pay accrued Financial Institution Yield on the amount so converted, together with any additional amounts pursuant to Section 4.7. Subject to clause (c), if the Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the Financial Institution Yield on any portion of the Asset Portfolio or Capital funded at the Alternate Base Rate shall be determined by the Agent without reference to clause (c) of the definition of “Alternate Base Rate” until the Agent revokes such determination.
(b) If any Financial Institution determines that any law has made it unlawful, or that any governmental authority has asserted that it is unlawful, for any Purchaser in its Financial Institution’s Purchaser Group or its applicable lending office to make, maintain or fund Purchases whose yield rate is determined by reference to SOFR, the Term SOFR Reference Rate or Term SOFR, or to determine or charge yield rates based upon SOFR, the Term SOFR Reference Rate or Term SOFR, then, upon notice thereof by such Financial Institution to the Seller (through the Agent), (a) any obligation of the Purchaser in such Financial Institution’s Purchaser Group to provide any funding of any portion of the Asset Portfolio or Capital at Term SOFR, and any right of the Seller to continue any funding of any portion of the Asset Portfolio or Capital at Term SOFR or to convert such portion of the Asset Portfolio or Capital of the Financial Institution funded at the Alternate Base Rate to a funding of such portion of the Asset Portfolio or Capital of the Financial Institution at Term SOFR, shall be suspended, and (b) the yield rate on which such portion of the Asset Portfolio or Capital of the Financial Institution funded at the Alternate Base Rate shall, if necessary to avoid such illegality, be determined by the Agent without reference to clause (c) of the definition of “Alternate Base Rate”, in each case until such Financial Institution notifies the Agent and the Seller that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (i) the Seller shall, if necessary to avoid such illegality, upon demand from any Financial Institution (with a copy to the Agent), prepay or, if applicable, convert all of such Financial Institution’s Pro Rata Share of the Aggregate Capital from being funded at Term SOFR to being funded at Alternate Base Rate (the yield rate on which any funding of any portion of the Asset Portfolio or Capital at by such Financial Institution at the Alternate Base Rate shall, if necessary to avoid such illegality, be determined by the Agent without reference to clause (c) of the definition of “Alternate Base Rate”), on the last day of the Rate Tranche Period therefor, if all affected Financial Institutions may lawfully continue to maintain such any portion of the Asset Portfolio or Capital funded at Term SOFR to such day, or immediately, if any Financial Institution may not lawfully continue to maintain such portion of the Asset Portfolio or Capital funded at Term SOFR to such day, and (ii) if necessary to avoid such illegality, the Agent shall during the period of such suspension compute the Alternate Base Rate without reference to clause (c) of the definition of “Alternate Base Rate,” in each case until the Agent is advised in writing by each affected Financial Institution that it is no longer illegal for such Financial Institution to determine or charge 12 RECEIVABLES PURCHASE AGREEMENT interest rates based upon SOFR, the Term SOFR Reference Rate or Term SOFR. Upon any such prepayment or conversion, the Seller shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts pursuant to Section 4.7.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (Patterson Companies, Inc.), Receivables Purchase Agreement (Patterson Companies, Inc.)
Inability to Determine Rates; Change in Legality. (a) Subject to clause (b) belowSection 4.06, if, on or prior to the first day of any Rate Tranche Interest Period for any funding of any portion of the Asset Portfolio or Capital at Term SOFRSOFR Loan:
(i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof, or
(ii) any Financial Institution determines the Majority Group Agents determine that for any reason in connection with any request for any funding of any portion of the Asset Portfolio or Capital at Term a SOFR Loan or a conversion thereto or a continuation thereof that Term SOFR for any requested Rate Tranche Interest Period with respect to a proposed funding of any portion of the Asset Portfolio or Capital at Term SOFR Loan does not adequately and fairly reflect the cost to the applicable Financial Institution’s Purchase Group Lenders of funding its Pro Rata Share of the Aggregate Capital in respect to the Financial Institutions in making and maintaining such Financial Institution’s Purchaser GroupLoan, and such Financial Institution has the Majority Group Agents have provided notice of such determination to the Administrative Agent, the Administrative Agent will promptly so notify the Seller Borrower and each Purchaser AgentLender. Upon notice thereof by the Administrative Agent to the SellerBorrower, any obligation of the Financial Institutions Lenders to make or fund any funding of any portion of the Asset Portfolio or Capital at Term SOFRSOFR Loans, and any right of the Seller Borrower to continue any funding of any portion of the Asset Portfolio or Capital at Term SOFR Loans or to convert such portion of the Asset Portfolio or Capital of the Financial Institution funded at the Alternate Base Rate Loans to a funding of such portion of the Asset Portfolio or Capital of the Financial Institution at Term SOFRSOFR Loans, shall be suspended (to the extent of the affected portion of the Asset Portfolio or Capital funded at Term SOFR Loans or affected Rate Tranche Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Purchaser Agent (or group of Purchaser Majority Group Agents)) revokes such notice. Upon receipt of such notice, (i) the Seller Borrower may revoke any pending request Loan Request for a purchase borrowing of, conversion to or continuation of any funding of any portion of the Asset Portfolio or Capital at Term SOFR Loans (to the extent of the affected portion of the Asset Portfolio or Capital funded at Term SOFR Loans or affected Rate Tranche Interest Periods) or, failing that, the Seller Borrower will be deemed to have converted any such request Loan Request into a request for a funding Loan of a Purchase at, or conversion to a Purchase funded at the Alternate Base Rate Loans in the amount specified therein and (ii) any outstanding affected portion of the Asset Portfolio or Capital funded at Term SOFR Loans will be deemed to have been converted into a funding of such portion of the Asset Portfolio or Capital at the Alternate Base Rate Loans at the end of the applicable Rate Tranche Interest Period. Upon any such conversion, the Seller Borrower shall also pay accrued Financial Institution Yield interest on the amount so converted, together with any additional amounts required pursuant to Section 4.74.02. Subject to clause (c)Section 4.06, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the Financial Institution Yield interest rate on any portion of the Asset Portfolio or Capital funded at the Alternate Base Rate Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such determination.
(b) If any Financial Institution Lender determines that any law Applicable Law has made it unlawful, or that any governmental authority Governmental Authority has asserted that it is unlawful, for any Purchaser in its Financial Institution’s Purchaser Group Lender or its applicable lending office to make, maintain or fund Purchases Loans whose yield rate interest is determined by reference to SOFR, the Term SOFR Reference Rate or Term SOFR, or to determine or charge yield interest rates based upon SOFR, the Term SOFR Reference Rate or Term SOFR, then, upon notice thereof by such Financial Institution Lender to the Seller Borrower (through the Administrative Agent), ) (an “Illegality Notice”) (a) any obligation of the Purchaser in such Financial Institution’s Purchaser Group Lenders to provide any funding of any portion of the Asset Portfolio or Capital at Term SOFRmake SOFR Loans, and any right of the Seller Borrower to continue any funding of any portion of the Asset Portfolio or Capital at Term SOFR Loans or to convert such portion of the Asset Portfolio or Capital of the Financial Institution funded at the Alternate Base Rate Loans to a funding of such portion of the Asset Portfolio or Capital of the Financial Institution at Term SOFRSOFR Loans, shall be suspended, and (b) the yield interest rate on which such portion of the Asset Portfolio or Capital of the Financial Institution funded at the Alternate Base Rate Loans shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (c) of the definition of “Alternate Base Rate”, in each case until such Financial Institution each affected Lender notifies the Administrative Agent and the Seller Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such noticean Illegality Notice, (i) the Seller Borrower shall, if necessary to avoid such illegality, upon demand from any Financial Institution Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all of such Financial Institution’s Pro Rata Share of the Aggregate Capital from being funded at Term SOFR Loans to being funded at Alternate Base Rate Loans (the yield interest rate on which any funding of any portion of the Asset Portfolio or Capital at by such Financial Institution at the Alternate Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (c) of the definition of “Alternate Base Rate”), on the last day of the Rate Tranche Interest Period therefor, if all affected Financial Institutions Lenders may lawfully continue to maintain such any portion of the Asset Portfolio or Capital funded at Term SOFR Loans to such day, or immediately, if any Financial Institution Lender may not lawfully continue to maintain such portion of the Asset Portfolio or Capital funded at Term SOFR Loans to such day, and (ii) if necessary to avoid such illegality, the Agent shall during the period of such suspension compute the Alternate Base Rate without reference to clause (c) of the definition of “Alternate Base Rate,” in each case until the Administrative Agent is advised in writing by each affected Financial Institution Lender that it is no longer illegal for such Financial Institution Lender to determine or charge interest rates based upon SOFR, the Term SOFR Reference Rate or Term SOFR. Upon any such prepayment repayment or conversion, the Seller Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 4.74.02.
Appears in 1 contract
Samples: Receivables Financing Agreement (Oncor Electric Delivery Co LLC)
Inability to Determine Rates; Change in Legality. (a) Subject to clause (b) belowSection 4.06, if, on or prior to the first day of any Rate Tranche Interest Period for any funding of any portion of the Asset Portfolio or Capital at Term SOFRSOFR Loan:
(i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof, ; or
(ii) any Financial Institution determines the Majority Group Agents determine that for any reason in connection with any request for any funding of any portion of the Asset Portfolio or Capital at Term a SOFR Loan or a conversion thereto or a continuation thereof that Term SOFR for any requested Rate Tranche Interest Period with respect to a proposed funding of any portion of the Asset Portfolio or Capital at Term SOFR Loan does not adequately and fairly reflect the cost to the applicable Financial Institution’s Purchase Group Lenders of funding its Pro Rata Share of the Aggregate Capital in respect to the Financial Institutions in making or maintaining such Financial Institution’s Purchaser GroupLoan, and such Financial Institution has the Majority Group Agents have provided notice of such determination to the Administrative Agent, the Administrative Agent will promptly so notify the Seller Borrower and each Purchaser AgentLender. Upon notice thereof by the Administrative Agent to the SellerBorrower, any obligation of the Financial Institutions Lenders to make or fund any funding of any portion of the Asset Portfolio or Capital at Term SOFRSOFR Loans, and any right of the Seller Borrower to continue any funding of any portion of the Asset Portfolio or Capital at Term SOFR Loans or to convert such portion of the Asset Portfolio or Capital of the Financial Institution funded at the Alternate Base Rate Loans to a funding of such portion of the Asset Portfolio or Capital of the Financial Institution at Term SOFRSOFR Loans, shall be suspended (to the extent of the affected portion of the Asset Portfolio or Capital funded at Term SOFR Loans or affected Rate Tranche Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Purchaser Agent (or group of Purchaser Majority Group Agents)) revokes such notice. Upon receipt of such notice, (i) the Seller Borrower may revoke any pending request Loan Request for a purchase borrowing of, conversion to or continuation of any funding of any portion of the Asset Portfolio or Capital at Term SOFR Loans (to the extent of the affected portion of the Asset Portfolio or Capital funded at Term SOFR Loans or affected Rate Tranche Interest Periods) or, failing that, the Seller Borrower will be deemed to have converted any such request Loan Request into a request for a funding Loan of a Purchase at, or conversion to a Purchase funded at the Alternate Base Rate Loans in the amount specified therein and (ii) any outstanding affected portion of the Asset Portfolio or Capital funded at Term SOFR Loans will be deemed to have been converted into a funding of such portion of the Asset Portfolio or Capital at the Alternate Base Rate Loans at the end of the applicable Rate Tranche Interest Period. Upon any such conversion, the Seller Borrower shall also pay accrued Financial Institution Yield interest on the amount so converted, together with any additional amounts required pursuant to Section 4.74.02. Subject to clause (c)Section 4.06, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the Financial Institution Yield interest rate on any portion of the Asset Portfolio or Capital funded at the Alternate Base Rate Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such determination.
(b) If any Financial Institution Lender determines that any law Applicable Law has made it unlawful, or that any governmental authority Governmental Authority has asserted that it is unlawful, for any Purchaser in its Financial Institution’s Purchaser Group Lender or its applicable lending office to make, maintain or fund Purchases Loans whose yield rate interest is determined by reference to SOFR, the Term SOFR Reference Rate or Term SOFR, or to determine or charge yield rates interest based upon SOFR, the Term SOFR Reference Rate or Term SOFR, then, upon notice thereof by such Financial Institution Lender to the Seller Borrower (through the Administrative Agent) (an “Illegality Notice”), (a) any obligation of the Purchaser in such Financial Institution’s Purchaser Group Lenders to provide any funding of any portion of the Asset Portfolio or Capital at Term SOFRmake SOFR Loans, and any right of the Seller Borrower to continue any funding of any portion of the Asset Portfolio or Capital at Term SOFR Loans or to convert such portion of the Asset Portfolio or Capital of the Financial Institution funded at the Alternate Base Rate Loans to a funding of such portion of the Asset Portfolio or Capital of the Financial Institution at Term SOFRSOFR Loans, shall be suspended, and (b) the yield interest rate on which such portion of the Asset Portfolio or Capital of the Financial Institution funded at the Alternate Base Rate Loans shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (c) of the definition of “Alternate Base Rate”, in each case until such Financial Institution each affected Lender notifies the Administrative Agent and the Seller Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such noticean Illegality Notice, (i) the Seller Borrower shall, if necessary to avoid such illegality, upon demand from any Financial Institution Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all of such Financial Institution’s Pro Rata Share of the Aggregate Capital from being funded at Term SOFR Loans to being funded at Alternate Base Rate Loans (the yield interest rate on which any funding of any portion of the Asset Portfolio or Capital at by such Financial Institution at the Alternate Base Rate Loans shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (c) of the definition of “Alternate Base Rate”), on the last day of the Rate Tranche Interest Period therefor, if all affected Financial Institutions Lenders may lawfully continue to maintain such any portion of the Asset Portfolio or Capital funded at Term SOFR Loans to such day, or immediately, if any Financial Institution Lender may not lawfully continue to maintain such portion of the Asset Portfolio or Capital funded at Term SOFR Loans to such day, and (ii) if necessary to avoid such illegality, the Agent shall during the period of such suspension compute the Alternate Base Rate without reference to clause (c) of the definition of “Alternate Base Rate,” in each case until the Administrative Agent is advised in writing by each affected Financial Institution Lender that it is no longer illegal for such Financial Institution Lender to determine or charge interest rates based upon SOFR, the Term SOFR Reference Rate or Term SOFR. Upon any such prepayment or conversion, the Seller Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 4.74.02.
Appears in 1 contract
Inability to Determine Rates; Change in Legality. (a) Subject to clause (b) belowSection 5.06, if, on or prior to the first day of any Rate Tranche Yield Period for any funding of any portion of the Asset Portfolio or Capital at Term SOFRSOFR Investment:
(i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof, ; or
(ii) any Financial Institution determines the Majority Group Agents determine that for any reason in connection with any request for any funding of any portion of the Asset Portfolio or Capital at Term a SOFR Investment or a conversion thereto or a continuation thereof that Term SOFR for any requested Rate Tranche Yield Period with respect to a proposed funding of any portion of the Asset Portfolio or Capital at Term SOFR Investment does not adequately and fairly reflect the cost to the applicable Financial Institution’s Purchase Group Purchasers of funding its Pro Rata Share such Portion of the Aggregate Capital in respect to the Financial Institutions in such Financial Institution’s Purchaser GroupCapital, and such Financial Institution has the Majority Group Agents have provided notice of such determination to the Administrative Agent, the Administrative Agent will promptly so notify the Seller Sellers and each Purchaser AgentPurchaser. Upon notice thereof by the Administrative Agent to the SellerSellers, any obligation of the Financial Institutions Purchasers to make or fund any funding of any portion of the Asset Portfolio or Capital at Term SOFRSOFR Investments, and any right of the Seller Sellers to continue any funding of any portion of the Asset Portfolio or Capital at Term SOFR Investments or to convert such portion of the Asset Portfolio or Capital of the Financial Institution funded at the Alternate Base Rate Investments to a funding of such portion of the Asset Portfolio or Capital of the Financial Institution at Term SOFRSOFR Investments, shall be suspended (to the extent of the affected portion of the Asset Portfolio or Capital funded at Term SOFR Investments or affected Rate Tranche Yield Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Purchaser Agent (or group of Purchaser Majority Group Agents)) revokes such notice. Upon receipt of such notice, (i) the Seller Sellers may revoke any pending request for a purchase of, conversion to or continuation of any funding of any portion of the Asset Portfolio or Capital at Term SOFR Investment (to the extent of the affected portion of the Asset Portfolio or Capital funded at Term SOFR Investment or affected Rate Tranche Yield Periods) or, failing that, the Seller Sellers will be deemed to have converted any such request into a request for a funding an Investment of a Purchase at, or conversion to a Purchase funded at the Alternate Base Rate Investments in the amount specified therein and (ii) any outstanding affected portion of the Asset Portfolio or Capital funded at Term SOFR Investment will be deemed to have been converted into a funding of such portion of the Asset Portfolio or Capital at the Alternate Base Rate Investment at the end of the applicable Rate Tranche Yield Period. Upon any such conversion, the Seller Sellers shall also pay accrued Financial Institution Yield on the amount so converted, together with any additional amounts required pursuant to Section 4.75.02. Subject to clause (c), Section 5.06 if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the Financial Institution Yield on any portion of the Asset Portfolio or Capital funded at the Alternate Base Rate Investment shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such determination.
(b) If on any Financial Institution determines day any Group Agent shall have been notified by any Affected Person that such Affected Person has determined (which determination shall be final and conclusive absent manifest error) that any law has made it unlawfulChange in Law, or that compliance by such Affected Person with any governmental authority has asserted that Change in Law, shall make it is unlawful, unlawful or impossible for such Affected Person to fund or maintain any Purchaser in its Financial Institution’s Purchaser Group Portion of Capital at or its applicable lending office to make, maintain or fund Purchases whose yield rate is determined by reference to SOFR, the Term SOFR Reference Rate or Term SOFR, or to determine or charge yield rates based upon SOFR, such Group Agent shall notify the Term SOFR Reference Rate or Term SOFR, then, upon notice thereof by such Financial Institution to Sellers and the Seller (through the Agent), (a) any obligation of the Purchaser in such Financial Institution’s Purchaser Group to provide any funding of any portion of the Asset Portfolio or Capital at Term SOFR, and any right of the Seller to continue any funding of any portion of the Asset Portfolio or Capital at Term SOFR or to convert such portion of the Asset Portfolio or Capital of the Financial Institution funded at the Alternate Base Rate to a funding Administrative Agent thereof. Upon receipt of such portion of notice, until the Asset Portfolio or Capital of the Financial Institution at Term SOFR, shall be suspended, and (b) the yield rate on which such portion of the Asset Portfolio or Capital of the Financial Institution funded at the Alternate Base Rate shall, if necessary to avoid such illegality, be determined by the applicable Group Agent without reference to clause (c) of the definition of “Alternate Base Rate”, in each case until such Financial Institution notifies the Agent Sellers and the Seller Administrative Agent that the circumstances giving rise to such determination no longer exist. Upon receipt of such noticeapply, (i) the Seller shall, if necessary to avoid such illegality, upon demand from any Financial Institution (with a copy to the Agent), prepay or, if applicable, convert all no Portion of such Financial Institution’s Pro Rata Share of the Aggregate Capital from being shall be funded at Term SOFR to being funded at Alternate Base Rate (the yield rate on which any funding of any portion of the Asset Portfolio or Capital at by such Financial Institution at the Alternate Base Rate shall, if necessary to avoid such illegality, be determined by the Agent without reference to clause (c) of the definition of “Alternate Base Rate”), on the last day of the Rate Tranche Period therefor, if all affected Financial Institutions may lawfully continue to maintain such any portion of the Asset Portfolio or Capital funded at Term SOFR to such day, or immediately, if any Financial Institution may not lawfully continue to maintain such portion of the Asset Portfolio or Capital funded at Term SOFR to such day, and (ii) if necessary to avoid such illegality, the Agent shall during the period of such suspension compute the Alternate Base Rate without reference to clause (c) of the definition of “Alternate Base Rate,” in each case until the Agent is advised in writing by each affected Financial Institution that it is no longer illegal for such Financial Institution to determine or charge interest rates based upon SOFR, the Term SOFR Reference Rate or Term SOFR and (ii) the Yield Rate for any outstanding Portion of Capital then funded at SOFR. Upon any such prepayment or conversion, the Seller Term SOFR Reference Rate or Term SOFR shall also pay accrued interest on automatically and immediately be converted to the amount so prepaid or converted, together with any additional amounts pursuant to Section 4.7Base Rate.
Appears in 1 contract
Samples: Receivables Purchase Agreement (OUTFRONT Media Inc.)
Inability to Determine Rates; Change in Legality. (a) Subject to clause (b) belowSection 4.8, if, on or prior any day with respect to the first day of any Rate Tranche Period for any funding of any portion of the Asset Portfolio or Capital at Daily One Month Term SOFRSOFR Capital:
(i) the Agent determines (which determination shall be conclusive and binding absent manifest error) that the “Term SOFR Reference Rate” or “Daily One Month Term SOFR” ”, as applicable, cannot be determined pursuant to the definition thereof, or
(ii) any the Required Financial Institution determines Institutions determine that for any reason in connection with any request for any funding of any portion of the Asset Portfolio or Capital at a Daily One Month Term SOFR Capital or a conversion thereto or a continuation thereof that Daily One Month Term SOFR for any requested Rate Tranche Period day with respect to a proposed funding of any portion of the Asset Portfolio or Capital at Daily One Month Term SOFR Capital does not adequately and fairly reflect the cost to the applicable Financial Institution’s Purchase Group Purchasers of funding its Pro Rata Share of such Purchase, and the Aggregate Capital in respect to the Required Financial Institutions in such Financial Institution’s Purchaser Group, and such Financial Institution has have provided notice of such determination to the Agent, the Agent will promptly so notify the Seller Sellers and each Purchaser AgentPurchaser. Upon notice thereof by the Agent to the SellerSellers, any obligation of the Financial Institutions Purchasers to make or fund any funding of any portion of the Asset Portfolio or Capital at Daily One Month Term SOFRSOFR Capital, and any right of the Seller Sellers to continue any funding of any portion of the Asset Portfolio or Capital at Daily One Month Term SOFR Capital or to convert such portion of the Asset Portfolio or Capital of the Financial Institution funded at the Alternate Base Rate Capital to a funding of such portion of the Asset Portfolio or Capital of the Financial Institution at Daily One Month Term SOFRSOFR Capital, shall be suspended (to the extent of the affected portion of the Asset Portfolio or Capital funded at Daily One Month Term SOFR or affected Rate Tranche PeriodsCapital) until the Agent (with respect to clause (ii), at the instruction of the Purchaser Agent (or group of Purchaser Agents)Required Financial Institutions) revokes such notice. Upon receipt of such notice, (i) the Seller Additional Seller, for itself and/or on behalf of the Original Seller, may revoke any pending request for a purchase Purchase of, conversion to or continuation of any funding of any portion of the Asset Portfolio or Capital at Daily One Month Term SOFR Capital (to the extent of the affected portion of the Asset Portfolio or Capital funded at Daily One Month Term SOFR or affected Rate Tranche PeriodsCapital) or, failing that, the Seller Sellers will be deemed to have converted any such request into a request for a funding Purchase of a Purchase at, or conversion to a Purchase funded at the Alternate Base Rate Capital in the amount specified therein and (ii) any outstanding affected portion of the Asset Portfolio or Capital funded at Daily One Month Term SOFR Capital will be deemed to have been converted into a funding of such portion of the Asset Portfolio or Capital at the Alternate Base Rate at the end of the applicable Rate Tranche PeriodCapital on such day. Upon any such conversion, the Seller Sellers shall also pay accrued Financial Institution Yield interest on the amount so converted, together with any additional amounts pursuant to Section 4.7. Subject to clause (c)Section 4.8, if the Agent determines (which determination shall be conclusive and binding absent manifest error) that the “Term SOFR Reference Rate” or “Daily One Month Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the Financial Institution Yield interest rate on any portion of the Asset Portfolio or Capital funded at the Alternate Base Rate Capital shall be determined by the Agent without reference to clause (cb) of the definition of “Alternate Base Rate” until the Agent revokes such determination.
(b) If any Financial Institution Purchaser determines that any law change in Law has made it unlawful, or that any governmental authority Governmental Authority has asserted that it is unlawful, for any Purchaser in its Financial Institution’s Purchaser Group or its applicable lending office to make, maintain or fund Purchases whose yield rate interest is determined by reference to SOFR, the Term SOFR Reference Rate Rate, or Daily One Month Term SOFR, or to determine or charge yield interest rates based upon SOFR, the Term SOFR Reference Rate Rate, or Daily One Month Term SOFR, then, upon notice thereof by such Financial Institution Purchaser to the Seller Sellers (through the Agent), (a) any obligation of the Purchaser in such Financial Institution’s Purchaser Group Purchasers to provide any funding of any portion of the Asset Portfolio or Capital at make Daily One Month Term SOFRSOFR Capital, and any right of the Seller Sellers to continue any funding of any portion of the Asset Portfolio or Capital at Daily One Month Term SOFR Capital or to convert such portion of the Asset Portfolio or Capital of the Financial Institution funded at the Alternate Base Rate Capital to a funding of such portion of the Asset Portfolio or Capital of the Financial Institution at Daily One Month Term SOFRSOFR Capital, shall be suspended, and (b) the yield interest rate on which such portion of the Asset Portfolio or Capital of the Financial Institution funded at the Alternate Base Rate Capital shall, if necessary to avoid such illegality, be determined by the Agent without reference to clause (cb) of the definition of “Alternate Base Rate”, in each case until such Financial Institution Purchaser notifies the Agent and the Seller Sellers that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (i) the Seller Sellers shall, if necessary to avoid such illegality, upon demand from any Financial Institution Purchaser (with a copy to the Agent), prepay or, if applicable, convert all of such Financial Institution’s Pro Rata Share of the Aggregate Capital from being funded at Daily One Month Term SOFR Capital to being funded at Alternate Base Rate Capital (the yield interest rate on which any funding of any portion of the Asset Portfolio or Capital at by such Financial Institution at the Alternate Base Rate Capital of such Purchaser shall, if necessary to avoid such illegality, be determined by the Agent without reference to clause (cb) of the definition of “Alternate Base Rate”), on the last day of the Rate Tranche Period therefor, if all affected Financial Institutions may lawfully continue to maintain such any portion of the Asset Portfolio or Capital funded at Term SOFR to such day, or ) immediately, if any Financial Institution may not lawfully continue to maintain such portion of the Asset Portfolio or Capital funded at Term SOFR to such day, and (ii) if necessary to avoid such illegality, the Agent shall during the period of such suspension compute the Alternate Base Rate without reference to clause (cb) of the definition of “Alternate Base Rate,” in each case until the Agent is advised in writing by each affected Financial Institution Purchaser that it is no longer illegal for such Financial Institution Purchaser to determine or charge interest rates based upon SOFR, the Term SOFR Reference Rate Rate, or Daily One Month Term SOFR. Upon any such prepayment or conversion, the Seller Sellers shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts pursuant to Section 4.7.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Cardinal Health Inc)
Inability to Determine Rates; Change in Legality. (a) Subject to clause (b) belowSection 5.06, if, on or prior to the first day of any Rate Tranche Yield Period for any funding of any portion of the Asset Portfolio or Capital at Term SOFRSOFR Investment:
(i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof, ; or
(ii) any Financial Institution determines the Majority Group Agents determine that for any reason in connection with any request for any funding of any portion of the Asset Portfolio or Capital at Term a SOFR Investment or a conversion thereto or a continuation thereof that Term SOFR for any requested Rate Tranche Yield Period with respect to a proposed funding of any portion of the Asset Portfolio or Capital at Term SOFR Investment does not adequately and fairly reflect the cost to the applicable Financial Institution’s Purchase Group Purchasers of funding its Pro Rata Share such Portion of the Aggregate Capital in respect to the Financial Institutions in such Financial Institution’s Purchaser GroupCapital, and such Financial Institution has the Majority Group Agents have provided notice of such determination to the Administrative Agent, the Administrative Agent will promptly so notify the Seller Sellers and each Purchaser AgentPurchaser. Upon notice thereof by the Administrative Agent to the SellerSellers, any obligation of the Financial Institutions Purchasers to make or fund any funding of any portion of the Asset Portfolio or Capital at Term SOFRSOFR Investments, and any right of the Seller Sellers to continue any funding of any portion of the Asset Portfolio or Capital at Term SOFR Investments or to convert such portion of the Asset Portfolio or Capital of the Financial Institution funded at the Alternate Base Rate Investments to a funding of such portion of the Asset Portfolio or Capital of the Financial Institution at Term SOFRSOFR Investments, shall be suspended (to the extent of the 63 affected portion of the Asset Portfolio or Capital funded at Term SOFR Investments or affected Rate Tranche Yield Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Purchaser Agent (or group of Purchaser Majority Group Agents)) revokes such notice. Upon receipt of such notice, (i) the Seller Sellers may revoke any pending request for a purchase of, conversion to or continuation of any funding of any portion of the Asset Portfolio or Capital at Term SOFR Investment (to the extent of the affected portion of the Asset Portfolio or Capital funded at Term SOFR Investment or affected Rate Tranche Yield Periods) or, failing that, the Seller Sellers will be deemed to have converted any such request into a request for a funding an Investment of a Purchase at, or conversion to a Purchase funded at the Alternate Base Rate Investments in the amount specified therein and (ii) any outstanding affected portion of the Asset Portfolio or Capital funded at Term SOFR Investment will be deemed to have been converted into a funding of such portion of the Asset Portfolio or Capital at the Alternate Base Rate Investment at the end of the applicable Rate Tranche Yield Period. Upon any such conversion, the Seller Sellers shall also pay accrued Financial Institution Yield on the amount so converted, together with any additional amounts required pursuant to Section 4.75.02. Subject to clause (c), Section 5.06 if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the Financial Institution Yield on any portion of the Asset Portfolio or Capital funded at the Alternate Base Rate Investment shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such determination.
(b) If on any Financial Institution determines day any Group Agent shall have been notified by any Affected Person that such Affected Person has determined (which determination shall be final and conclusive absent manifest error) that any law has made it unlawfulChange in Law, or that compliance by such Affected Person with any governmental authority has asserted that Change in Law, shall make it is unlawful, unlawful or impossible for such Affected Person to fund or maintain any Purchaser in its Financial Institution’s Purchaser Group Portion of Capital at or its applicable lending office to make, maintain or fund Purchases whose yield rate is determined by reference to SOFR, the Term SOFR Reference Rate or Term SOFR, or to determine or charge yield rates based upon SOFR, such Group Agent shall notify the Term SOFR Reference Rate or Term SOFR, then, upon notice thereof by such Financial Institution to Sellers and the Seller (through the Agent), (a) any obligation of the Purchaser in such Financial Institution’s Purchaser Group to provide any funding of any portion of the Asset Portfolio or Capital at Term SOFR, and any right of the Seller to continue any funding of any portion of the Asset Portfolio or Capital at Term SOFR or to convert such portion of the Asset Portfolio or Capital of the Financial Institution funded at the Alternate Base Rate to a funding Administrative Agent thereof. Upon receipt of such portion of notice, until the Asset Portfolio or Capital of the Financial Institution at Term SOFR, shall be suspended, and (b) the yield rate on which such portion of the Asset Portfolio or Capital of the Financial Institution funded at the Alternate Base Rate shall, if necessary to avoid such illegality, be determined by the applicable Group Agent without reference to clause (c) of the definition of “Alternate Base Rate”, in each case until such Financial Institution notifies the Agent Sellers and the Seller Administrative Agent that the circumstances giving rise to such determination no longer exist. Upon receipt of such noticeapply, (i) the Seller shall, if necessary to avoid such illegality, upon demand from any Financial Institution (with a copy to the Agent), prepay or, if applicable, convert all no Portion of such Financial Institution’s Pro Rata Share of the Aggregate Capital from being shall be funded at Term SOFR to being funded at Alternate Base Rate (the yield rate on which any funding of any portion of the Asset Portfolio or Capital at by such Financial Institution at the Alternate Base Rate shall, if necessary to avoid such illegality, be determined by the Agent without reference to clause (c) of the definition of “Alternate Base Rate”), on the last day of the Rate Tranche Period therefor, if all affected Financial Institutions may lawfully continue to maintain such any portion of the Asset Portfolio or Capital funded at Term SOFR to such day, or immediately, if any Financial Institution may not lawfully continue to maintain such portion of the Asset Portfolio or Capital funded at Term SOFR to such day, and (ii) if necessary to avoid such illegality, the Agent shall during the period of such suspension compute the Alternate Base Rate without reference to clause (c) of the definition of “Alternate Base Rate,” in each case until the Agent is advised in writing by each affected Financial Institution that it is no longer illegal for such Financial Institution to determine or charge interest rates based upon SOFR, the Term SOFR Reference Rate or Term SOFR and (ii) the Yield Rate for any outstanding Portion of Capital then funded at SOFR. Upon any such prepayment or conversion, the Seller Term SOFR Reference Rate or Term SOFR shall also pay accrued interest on automatically and immediately be converted to the amount so prepaid or converted, together with any additional amounts pursuant to Section 4.7Base Rate.
Appears in 1 contract
Samples: Receivables Purchase Agreement (OUTFRONT Media Inc.)
Inability to Determine Rates; Change in Legality. (a) Subject to clause (b) belowSection 4.8, if, on or prior any day with respect to the first day of any Rate Tranche Period for any funding of any portion of the Asset Portfolio or Capital at Daily One Month Term SOFRSOFR Capital:
(i) the Agent determines (which determination shall be conclusive and binding absent manifest error) that the “Term SOFR Reference Rate” or “Daily One Month Term SOFR” ”, as applicable, cannot be determined pursuant to the definition thereof, or
(ii) any the Required Financial Institution determines Institutions determine that for any reason in connection with any request for any funding of any portion of the Asset Portfolio or Capital at a Daily One Month Term SOFR Capital or a conversion thereto or a continuation thereof that Daily One Month Term SOFR for any requested Rate Tranche Period day with respect to a proposed funding of any portion of the Asset Portfolio or Capital at Daily One Month Term SOFR Capital does not adequately and fairly reflect the cost to the applicable Financial Institution’s Purchase Group Purchasers of funding its Pro Rata Share of such Purchase, and the Aggregate Capital in respect to the Required Financial Institutions in such Financial Institution’s Purchaser Group, and such Financial Institution has have provided notice of such determination to the Agent, the Agent will promptly so notify the Seller and each Purchaser AgentPurchaser. Upon notice thereof by the Agent to the Seller, any obligation of the Financial Institutions Purchasers to make or fund any funding of any portion of the Asset Portfolio or Capital at Daily One Month Term SOFRSOFR Capital, and any right of the Seller to continue any funding of any portion of the Asset Portfolio or Capital at Daily One Month Term SOFR Capital or to convert such portion of the Asset Portfolio or Capital of the Financial Institution funded at the Alternate Base Rate Capital to a funding of such portion of the Asset Portfolio or Capital of the Financial Institution at Daily One Month Term SOFRSOFR Capital, shall be suspended (to the extent of the affected portion of the Asset Portfolio or Capital funded at Daily One Month Term SOFR or affected Rate Tranche PeriodsCapital) until the Agent (with respect to clause (ii), at the instruction of the Purchaser Agent (or group of Purchaser Agents)Required Financial Institutions) revokes such notice. Upon receipt of such notice, (i) the Seller may revoke any pending request for a purchase Purchase of, conversion to or continuation of any funding of any portion of the Asset Portfolio or Capital at Daily One Month Term SOFR Capital (to the extent of the affected portion of the Asset Portfolio or Capital funded at Daily One Month Term SOFR or affected Rate Tranche PeriodsCapital) or, failing that, the Seller will be deemed to have converted any such request into a request for a funding Purchase of a Purchase at, or conversion to a Purchase funded at the Alternate Base Rate Capital in the amount specified therein and (ii) any outstanding affected portion of the Asset Portfolio or Capital funded at Daily One Month Term SOFR Capital will be deemed to have been converted into a funding of such portion of the Asset Portfolio or Capital at the Alternate Base Rate at the end of the applicable Rate Tranche PeriodCapital on such day. Upon any such conversion, the Seller shall also pay accrued Financial Institution Yield interest on the amount so converted, together with any additional amounts pursuant to Section 4.7. Subject to clause (c)Section 4.8, if the Agent determines (which determination shall be conclusive and binding absent manifest error) that the “Term SOFR Reference Rate” or “Daily One Month Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the Financial Institution Yield interest rate on any portion of the Asset Portfolio or Capital funded at the Alternate Base Rate Capital shall be determined by the Agent without reference to clause (cb) of the definition of “Alternate Base Rate” until the Agent revokes such determination.
(b) If any Financial Institution determines that any law has made it unlawful, or that any governmental authority has asserted that it is unlawful, for any Purchaser in its Financial Institution’s Purchaser Group or its applicable lending office to make, maintain or fund Purchases whose yield rate is determined by reference to SOFR, the Term SOFR Reference Rate or Term SOFR, or to determine or charge yield rates based upon SOFR, the Term SOFR Reference Rate or Term SOFR, then, upon notice thereof by such Financial Institution to the Seller (through the Agent), (a) any obligation of the Purchaser in such Financial Institution’s Purchaser Group to provide any funding of any portion of the Asset Portfolio or Capital at Term SOFR, and any right of the Seller to continue any funding of any portion of the Asset Portfolio or Capital at Term SOFR or to convert such portion of the Asset Portfolio or Capital of the Financial Institution funded at the Alternate Base Rate to a funding of such portion of the Asset Portfolio or Capital of the Financial Institution at Term SOFR, shall be suspended, and (b) the yield rate on which such portion of the Asset Portfolio or Capital of the Financial Institution funded at the Alternate Base Rate shall, if necessary to avoid such illegality, be determined by the Agent without reference to clause (c) of the definition of “Alternate Base Rate”, in each case until such Financial Institution notifies the Agent and the Seller that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (i) the Seller shall, if necessary to avoid such illegality, upon demand from any Financial Institution (with a copy to the Agent), prepay or, if applicable, convert all of such Financial Institution’s Pro Rata Share of the Aggregate Capital from being funded at Term SOFR to being funded at Alternate Base Rate (the yield rate on which any funding of any portion of the Asset Portfolio or Capital at by such Financial Institution at the Alternate Base Rate shall, if necessary to avoid such illegality, be determined by the Agent without reference to clause (c) of the definition of “Alternate Base Rate”), on the last day of the Rate Tranche Period therefor, if all affected Financial Institutions may lawfully continue to maintain such any portion of the Asset Portfolio or Capital funded at Term SOFR to such day, or immediately, if any Financial Institution may not lawfully continue to maintain such portion of the Asset Portfolio or Capital funded at Term SOFR to such day, and (ii) if necessary to avoid such illegality, the Agent shall during the period of such suspension compute the Alternate Base Rate without reference to clause (c) of the definition of “Alternate Base Rate,” in each case until the Agent is advised in writing by each affected Financial Institution that it is no longer illegal for such Financial Institution to determine or charge interest rates based upon SOFR, the Term SOFR Reference Rate or Term SOFR. Upon any such prepayment or conversion, the Seller shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts pursuant to Section 4.7.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Cardinal Health Inc)
Inability to Determine Rates; Change in Legality. (a) Subject to clause (b) below, if, on or prior to the first day of any Rate Tranche Period for any funding of any portion of the Asset Portfolio or Capital at Term SOFR:
(i) the Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof, or
(ii) any Financial Institution determines that for any reason in connection with any request for any funding of any portion of the Asset Portfolio or Capital at Term SOFR or a conversion thereto or a continuation thereof that Term SOFR for any requested Rate Tranche Period with respect to a proposed funding of any portion of the Asset Portfolio or Capital at Term SOFR does not adequately and fairly reflect the cost to the applicable Financial Institution’s Purchase Group of funding its Pro Rata Share of the Aggregate Capital in respect to the Financial Institutions in such Financial Institution’s Purchaser Group, and such Financial Institution has provided notice of such determination to the Agent, the Agent will promptly so notify the Seller and each Purchaser Agent. Upon notice thereof by the Agent to the Seller, any obligation of the Financial Institutions to make or fund any funding of any portion of the Asset Portfolio or Capital at Term SOFR, and any right of the Seller to continue any funding of any portion of the Asset Portfolio or Capital at Term SOFR or to convert such portion of the Asset Portfolio or Capital of the Financial Institution funded at the Alternate Base Rate to a funding of such portion of the Asset Portfolio or Capital of the Financial Institution at Term SOFR, shall be suspended (to the extent of the affected portion of the Asset Portfolio or Capital funded at Term SOFR or affected Rate Tranche Periods) until the Agent (with respect to clause (ii), at the instruction of the Purchaser Agent (or group of Purchaser Agents)) revokes such notice. Upon receipt of such notice, (i) the Seller may revoke any pending request for a purchase of, conversion to or continuation of any funding of any portion of the Asset Portfolio or Capital at Term SOFR (to the extent of the affected portion of the Asset Portfolio or Capital funded at Term SOFR or affected Rate Tranche Periods) or, failing that, the Seller will be deemed to have converted any such request into a request for a funding of a Purchase at, or conversion to a Purchase funded at the Alternate Base Rate in the amount specified therein and (ii) any outstanding affected portion of the Asset Portfolio or Capital funded at Term SOFR will be deemed to have been converted into a funding of such portion of the Asset Portfolio or Capital at the Alternate Base Rate at the end of the applicable Rate Tranche Period. Upon any such conversion, the Seller shall also pay accrued Financial Institution Yield on the amount so converted, together with any additional amounts pursuant to Section 4.7. Subject to clause (c), if the Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the Financial Institution Yield on any portion of the Asset Portfolio or Capital funded at the Alternate Base Rate shall be determined by the Agent without reference to clause (c) of the definition of “Alternate Base Rate” until the Agent revokes such determination.
(b) If any Financial Institution determines that any law has made it unlawful, or that any governmental authority has asserted that it is unlawful, for any Purchaser in its Financial Institution’s Purchaser Group or its applicable lending office to make, maintain or fund Purchases whose yield rate is determined by reference to SOFR, the Term SOFR Reference Rate or Term SOFR, or to determine or charge yield rates based upon SOFR, the Term SOFR Reference Rate or Term SOFR, then, upon notice thereof by such Financial Institution to the Seller (through the Agent), (a) any obligation of the Purchaser in such Financial Institution’s Purchaser Group to provide any funding of any portion of the Asset Portfolio or Capital at Term SOFR, and any right of the Seller to continue any funding of any portion of the Asset Portfolio or Capital at Term SOFR or to convert such portion of the Asset Portfolio or Capital of the Financial Institution funded at the Alternate Base Rate to a funding of such portion of the Asset Portfolio or Capital of the Financial Institution at Term SOFR, shall be suspended, and (b) the yield rate on which such portion of the Asset Portfolio or Capital of the Financial Institution funded at the Alternate Base Rate shall, if necessary to avoid such illegality, be determined by the Agent without reference to clause (c) of the definition of “Alternate Base Rate”, in each case until such Financial Institution notifies the Agent and the Seller that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (i) the Seller shall, if necessary to avoid such illegality, upon demand from any Financial Institution (with a copy to the Agent), prepay or, if applicable, convert all of such Financial Institution’s Pro Rata Share of the Aggregate Capital from being funded at Term SOFR to being funded at Alternate Base Rate (the yield rate on which any funding of any portion of the Asset Portfolio or Capital at by such Financial Institution at the Alternate Base Rate shall, if necessary to avoid such illegality, be determined by the Agent without reference to clause (c) of the definition of “Alternate Base Rate”), on the last day of the Rate Tranche Period therefor, if all affected Financial Institutions may lawfully continue to maintain such any portion of the Asset Portfolio or Capital funded at Term SOFR to such day, or immediately, if any Financial Institution may not lawfully continue to maintain such portion of the Asset Portfolio or Capital funded at Term SOFR to such day, and (ii) if necessary to avoid such illegality, the Agent shall during the period of such suspension compute the Alternate Base Rate without reference to clause (c) of the definition of “Alternate Base Rate,” in each case until the Agent is advised in writing by each affected Financial Institution that it is no longer illegal for such Financial Institution to determine or charge interest rates based upon SOFR, the Term SOFR Reference Rate or Term SOFR. Upon any such prepayment or conversion, the Seller shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts pursuant to Section 4.7. (c) Benchmark Replacement Setting.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Patterson Companies, Inc.)
Inability to Determine Rates; Change in Legality. (a) Subject to clause (b) belowSection 4.08, if, on or prior to the first day of any Rate Tranche Interest Period for any funding of any portion of the Asset Portfolio or Capital at Term SOFRSOFR Loan:
(i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof, ; or
(ii) any Financial Institution determines the Majority Group Agents determine that for any reason in connection with any request for any funding of any portion of the Asset Portfolio or Capital at Term a SOFR Loan or a conversion thereto or a continuation thereof that Term SOFR for any requested Rate Tranche Interest Period with respect to a proposed funding of any portion of the Asset Portfolio or Capital at Term SOFR Loan does not adequately and fairly reflect the cost to the applicable Financial Institution’s Purchase Group Lenders of funding its Pro Rata Share of the Aggregate Capital in respect to the Financial Institutions in making or maintaining such Financial Institution’s Purchaser GroupLoan, and such Financial Institution has the Majority Group Agents have provided notice of such determination to the Administrative Agent, the Administrative Agent will promptly so notify the Seller Borrower and each Purchaser AgentLender. Upon notice thereof by the Administrative Agent to the SellerBorrower, any obligation of the Financial Institutions Lenders to make or fund any funding of any portion of the Asset Portfolio or Capital at Term SOFRSOFR Loans, and any right of the Seller Borrower to continue any funding of any portion of the Asset Portfolio or Capital at Term SOFR Loans or to convert such portion of the Asset Portfolio or Capital of the Financial Institution funded at the Alternate Base Rate Loans to a funding of such portion of the Asset Portfolio or Capital of the Financial Institution at Term SOFRSOFR Loans, shall be suspended (to the extent of the affected portion of the Asset Portfolio or Capital funded at Term SOFR Loans or affected Rate Tranche Interest Periods) until the Administrative Agent (with respect to clause (ii), at the instruction of the Purchaser Agent (or group of Purchaser Majority Group Agents)) revokes such notice. Upon receipt of such notice, (i) the Seller Borrower may revoke any pending request Loan Request for a purchase borrowing of, conversion to or continuation of any funding of any portion of the Asset Portfolio or Capital at Term SOFR Loans (to the extent of the affected portion of the Asset Portfolio or Capital funded at Term SOFR Loans or affected Rate Tranche Interest Periods) or, failing that, the Seller Borrower will be deemed to have converted any such request Loan Request into a request for a funding Loan of a Purchase at, or conversion to a Purchase funded at the Alternate Base Rate Loans in the amount specified therein and (ii) any outstanding affected portion of the Asset Portfolio or Capital funded at Term SOFR Loans will be deemed to have been converted into a funding of such portion of the Asset Portfolio or Capital at the Alternate Base Rate Loans at the end of the applicable Rate Tranche Interest Period. Upon any such conversion, the Seller Borrower shall also pay accrued Financial Institution Yield interest on the amount so converted, together with any additional amounts required pursuant to Section 4.74.02. Subject to clause (c)Section 4.08, if the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the Financial Institution Yield interest rate on any portion of the Asset Portfolio or Capital funded at the Alternate Base Rate Loans shall be determined by the Administrative Agent without reference to clause (c) of the definition of “Alternate Base Rate” until the Administrative Agent revokes such determination.
(b) If any Financial Institution Lender determines that any law Applicable Law has made it unlawful, or that any governmental authority Governmental Authority has asserted that it is unlawful, for any Purchaser in its Financial Institution’s Purchaser Group Lender or its applicable lending office to make, maintain or fund Purchases Loans whose yield rate interest is determined 760715600 23750643 by reference to SOFR, the Term SOFR Reference Rate or Term SOFR, or to determine or charge yield rates interest based upon SOFR, the Term SOFR Reference Rate or Term SOFR, then, upon notice thereof by such Financial Institution Lender to the Seller Borrower (through the Administrative Agent) (an “Illegality Notice”), (a) any obligation of the Purchaser in such Financial Institution’s Purchaser Group Lenders to provide any funding of any portion of the Asset Portfolio or Capital at Term SOFRmake SOFR Loans, and any right of the Seller Borrower to continue any funding of any portion of the Asset Portfolio or Capital at Term SOFR Loans or to convert such portion of the Asset Portfolio or Capital of the Financial Institution funded at the Alternate Base Rate Loans to a funding of such portion of the Asset Portfolio or Capital of the Financial Institution at Term SOFRSOFR Loans, shall be suspended, and (b) the yield interest rate on which such portion of the Asset Portfolio or Capital of the Financial Institution funded at the Alternate Base Rate Loans shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (c) of the definition of “Alternate Base Rate”, in each case until such Financial Institution each affected Lender notifies the Administrative Agent and the Seller Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such noticean Illegality Notice, (i) the Seller Borrower shall, if necessary to avoid such illegality, upon demand from any Financial Institution Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all of such Financial Institution’s Pro Rata Share of the Aggregate Capital from being funded at Term SOFR Loans to being funded at Alternate Base Rate Loans (the yield interest rate on which any funding of any portion of the Asset Portfolio or Capital at by such Financial Institution at the Alternate Base Rate Loans shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to clause (c) of the definition of “Alternate Base Rate”), on the last day of the Rate Tranche Interest Period therefor, if all affected Financial Institutions Lenders may lawfully continue to maintain such any portion of the Asset Portfolio or Capital funded at Term SOFR Loans to such day, or immediately, if any Financial Institution Lender may not lawfully continue to maintain such portion of the Asset Portfolio or Capital funded at Term SOFR Loans to such day, and (ii) if necessary to avoid such illegality, the Agent shall during the period of such suspension compute the Alternate Base Rate without reference to clause (c) of the definition of “Alternate Base Rate,” in each case until the Administrative Agent is advised in writing by each affected Financial Institution Lender that it is no longer illegal for such Financial Institution Lender to determine or charge interest rates based upon SOFR, the Term SOFR Reference Rate or Term SOFR. Upon any such prepayment or conversion, the Seller Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 4.74.02.
Appears in 1 contract
Samples: Receivables Financing Agreement (Agiliti, Inc. \De)
Inability to Determine Rates; Change in Legality. (a) Subject to clause (b) below, if, on or prior to the first day of any Rate Tranche Period for any funding of any portion of the Asset Portfolio or Capital at Term SOFR:
(i) the Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof, or
(ii) or any Financial Institution determines that for any reason in connection with any request for any funding of any portion of the Asset Portfolio or Capital at Term SOFR or a conversion thereto or a continuation thereof that Term SOFR for any requested Rate Tranche Period with respect to a proposed funding of any portion of the Asset Portfolio or Capital at Term SOFR does not adequately and fairly reflect the cost to the applicable Financial Institution’s Purchase Group of funding its Pro Rata Share of the Aggregate Capital in respect to the Financial Institutions in such Financial Institution’s Purchaser Group, and such Financial Institution has provided notice of such determination to the Agent, the Agent will promptly so notify the Seller and each Purchaser Agent. Upon notice thereof by the Agent to the Seller, any obligation of the Financial Institutions to make or fund any funding of any portion of the Asset Portfolio or Capital at Term SOFR, and any right of the Seller to continue any funding of any portion of the Asset Portfolio or Capital at Term SOFR or to convert such portion of the Asset Portfolio or Capital of the Financial Institution funded at the Alternate Base Rate to a funding of such portion of the Asset Portfolio or Capital of the Financial Institution at Term SOFR, shall be suspended (to the extent of the affected portion of the Asset Portfolio or Capital funded at Term SOFR or affected Rate Tranche Periods) until the Agent (with respect to clause (ii), at the instruction of the Purchaser Agent (or group of Purchaser Agents)) revokes such notice. Upon receipt of such notice, (i) the Seller may revoke any pending request for a purchase of, conversion to or continuation of any funding of any portion of the Asset Portfolio or Capital at Term SOFR (to the extent of the affected portion of the Asset Portfolio or Capital funded at Term SOFR or affected Rate Tranche Periods) or, failing that, the Seller will be deemed to have converted any such request into a request for a funding of a Purchase at, or conversion to a Purchase funded at the Alternate Base Rate in the amount specified therein and (ii) any outstanding affected portion of the Asset Portfolio or Capital funded at Term SOFR will be deemed to have been converted into a funding of such portion of the Asset Portfolio or Capital at the Alternate Base Rate at the end of the applicable Rate Tranche Period. Upon any such conversion, the Seller shall also pay accrued Financial Institution Yield on the amount so converted, together with any additional amounts pursuant to Section 4.7. Subject to clause (c), if the Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the Financial Institution Yield on any portion of the Asset Portfolio or Capital funded at the Alternate Base Rate shall be determined by the Agent without reference to clause (c) of the definition of “Alternate Base Rate” until the Agent revokes such determination.
(b) If any Financial Institution determines that any law has made it unlawful, or that any governmental authority has asserted that it is unlawful, for any Purchaser in its Financial Institution’s Purchaser Group or its applicable lending office to make, maintain or fund Purchases whose yield rate is determined by reference to SOFR, the Term SOFR Reference Rate or Term SOFR, or to determine or charge yield rates based upon SOFR, the Term SOFR Reference Rate or Term SOFR, then, upon notice thereof by such Financial Institution to the Seller (through the Agent), (a) any obligation of the Purchaser in such Financial Institution’s Purchaser Group to provide any funding of any portion of the Asset Portfolio or Capital at Term SOFR, and any right of the Seller to continue any funding of any portion of the Asset Portfolio or Capital at Term SOFR or to convert such portion of the Asset Portfolio or Capital of the Financial Institution funded at the Alternate Base Rate to a funding of such portion of the Asset Portfolio or Capital of the Financial Institution at Term SOFR, shall be suspended, and (b) the yield rate on which such portion of the Asset Portfolio or Capital of the Financial Institution funded at the Alternate Base Rate shall, if necessary to avoid such illegality, be determined by the Agent without reference to clause (c) of the definition of “Alternate Base Rate”, in each case until such Financial Institution notifies the Agent and the Seller that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, (i) the Seller shall, if necessary to avoid such illegality, upon demand from any Financial Institution (with a copy to the Agent), prepay or, if applicable, convert all of such Financial Institution’s Pro Rata Share of the Aggregate Capital from being funded at Term SOFR to being funded at Alternate Base Rate (the yield rate on which any funding of any portion of the Asset Portfolio or Capital at by such Financial Institution at the Alternate Base Rate shall, if necessary to avoid such illegality, be determined by the Agent without reference to clause (c) of the definition of “Alternate Base Rate”), on the last day of the Rate Tranche Period therefor, if all affected Financial Institutions may lawfully continue to maintain such any portion of the Asset Portfolio or Capital funded at Term SOFR to such day, or immediately, if any Financial Institution may not lawfully continue to maintain such portion of the Asset Portfolio or Capital funded at Term SOFR to such day, and (ii) if necessary to avoid such illegality, the Agent shall during the period of such suspension compute the Alternate Base Rate without reference to clause (c) of the definition of “Alternate Base Rate,” in each case until the Agent is advised in writing by each affected Financial Institution that it is no longer illegal for such Financial Institution to determine or charge interest rates based upon SOFR, the Term SOFR Reference Rate or Term SOFR. Upon any such prepayment or conversion, the Seller shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts pursuant to Section 4.7.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Patterson Companies, Inc.)
