LIBOR Replacement. If at any time (i) the Agent determines (which determination shall be conclusive absent manifest error) or the Required Financial Institutions notify the Agent that adequate and reasonable means do not exist for ascertaining the LIBO Rate (including, without limitation, because the LIBO Rate is not available or published on a current basis) and such circumstances are unlikely to be temporary, (ii) the supervisor for the administrator of the LIBO Rate or a Governmental Authority having jurisdiction over the Agent has made a public statement identifying a specific date after which the LIBO Rate shall no longer be used for determining interest rates for loans, or (iii) the administrator of the LIBO Rate has made a public statement identifying a specific date after which LIBO Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the Eurocurrency Screen Rate), then the Agent, the Servicer and the Seller shall endeavor to establish an alternate rate and make adjustments to the applicable margins (collectively, the “Replacement Rate”) to the LIBO Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest, adjustments to applicable margins and such other related changes to this Agreement as may be applicable. Notwithstanding If any Purchaser determines that any change in Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Purchaser or its applicable lending office to make, maintain or fund Purchases whose interest is determined by reference to SOFR, the Term SOFR Reference Rate, or Daily One Month Term SOFR, or to determine or charge interest rates based upon SOFR, the Term SOFR Reference Rate, or Daily One Month Term SOFR, then, upon notice thereof by such Purchaser to the Seller (through the Agent), (a) any obligation of the Purchasers to make Daily One Month Term SOFR Capital, and any right of the Seller to continue Daily One Month Term SOFR Capital or to convert Base Rate Capital to Daily One Month Term SOFR Capital, shall be suspended, and (b) the interest rate on which Base Rate Capital shall, if necessary to avoid such illegality, be determined by the Agent without reference to clause (b) of the definition of “Base Rate”, in each case until such Purchaser 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 Purchaser (with a copy to the Agent), prepay or, if applicable, convert all Daily One Month Term SOFR Capital to Base Rate Capital (the interest rate on which Base Rate Capital of such Purchaser shall, if necessary to avoid such illegality, be determined by the Agent without reference to clause (b) of the definition of “Base Rate”) immediately, and (ii) if necessary to avoid such illegality, the Agent shall during the period of such suspension compute the Base Rate without reference to clause (b) of the definition of “Base Rate,” in each case until the Agent is advised in writing by each affected Purchaser that it is no longer illegal for such Purchaser to determine or charge interest rates based upon SOFR, the Term SOFR Reference Rate, or Daily One Month Term SOFR. Upon any such prepayment or conversion, the Seller shall also pay accrued interest on the amount so prepaid or converted.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Cardinal Health Inc)
LIBOR Replacement. If at any time the Agent (i) determines that the Agent determines (which determination shall be conclusive absent manifest errorcircumstances described in Sections 8.3(a) or the Required Financial Institutions notify the Agent that adequate and reasonable means do not exist for ascertaining the LIBO Rate (including, without limitation, because the LIBO Rate is not available or published on a current basis8.3(b) have arisen and such circumstances are unlikely to be temporary, (ii) determines that the circumstances described in Sections 8.3(a) or 8.3(b) have not arisen but the supervisor for the administrator of the LIBO Rate LIBOR or a Governmental Authority an Administrative Body having jurisdiction over the Agent has made a public statement identifying a specific date after which the LIBO Rate LIBOR shall no longer be used for determining interest rates for loans, or (iii) the administrator of the LIBO Rate has made receives a public statement identifying Lender LIBOR Suspension Notice in accordance with Section 8.3(c), or (iv) new syndicated loans have started to adopt a specific date after which LIBO Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the Eurocurrency Screen Rate)new benchmark interest rate, then the Agent, the Servicer Agent and the Seller Borrower shall endeavor to establish an alternate rate and make adjustments of interest to the applicable margins (collectively, the “Replacement Rate”) to the LIBO Rate LIBOR that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in Canada and the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest, adjustments to applicable margins interest and such other related changes to this Agreement as may be applicable. Notwithstanding If any Purchaser , provided that to the extent that the Agent determines that adoption of any change in Law has made it unlawful, portion of such market convention is not administratively feasible or that any Governmental Authority has asserted that it is unlawful, no market convention for any Purchaser or its applicable lending office to make, maintain or fund Purchases whose the administration of such alternate rate of interest is determined by reference to SOFRexists, the Term SOFR Reference Rate, or Daily One Month Term SOFR, or to determine or charge Agent shall administer such alternate rate of interest rates based upon SOFR, the Term SOFR Reference Rate, or Daily One Month Term SOFR, then, upon notice thereof by such Purchaser to the Seller (through the Agent), (a) any obligation of the Purchasers to make Daily One Month Term SOFR Capital, and any right of the Seller to continue Daily One Month Term SOFR Capital or to convert Base Rate Capital to Daily One Month Term SOFR Capital, shall be suspended, and (b) the interest rate on which Base Rate Capital shall, if necessary to avoid such illegality, be in a manner determined by the Agent in consultation with the Borrower. Notwithstanding anything to the contrary, such amendment shall become effective without reference any further action or consent of any other party to this Agreement so long as the Agent shall not have received, within five (5) Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Majority Lenders stating that such Majority Lenders object to such amendment. If a notice of an alternate rate of interest has been given and no such alternate rate of interest has been determined, and (x) the circumstances under clause (i) or (iii) above exist or (y) the specific date referred to in clause (ii) has occurred (as applicable), U.S. Base Rate shall apply without regard to clause (bc) of the definition of “Base Rate”, in each case until such Purchaser 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 shallthereof; provided that, if necessary such alternate rate of interest shall be less than zero, such rate shall be deemed to avoid such illegality, upon demand from any Purchaser (with a copy to be zero for the Agent), prepay or, if applicable, convert all Daily One Month Term SOFR Capital to Base Rate Capital (the interest rate on which Base Rate Capital purposes of such Purchaser shall, if necessary to avoid such illegality, be determined by the Agent without reference to clause (b) of the definition of “Base Ratethis Agreement.”) immediately, and (ii) if necessary to avoid such illegality, the Agent shall during the period of such suspension compute the Base Rate without reference to clause (b) of the definition of “Base Rate,” in each case until the Agent is advised in writing by each affected Purchaser that it is no longer illegal for such Purchaser to determine or charge interest rates based upon SOFR, the Term SOFR Reference Rate, or Daily One Month Term SOFR. Upon any such prepayment or conversion, the Seller shall also pay accrued interest on the amount so prepaid or converted.
Appears in 1 contract
LIBOR Replacement. If at any time (i) the Administrative Agent determines (which determination shall be conclusive absent manifest error) or the Required Financial Institutions notify the Agent that adequate and reasonable means do not exist for ascertaining (i) the LIBO Rate (including, without limitation, because the LIBO Rate is not available or published on a current basis) Circumstances have arisen and such circumstances are unlikely to be temporary, temporary or (ii) the LIBO Rate Circumstances have not arisen but the supervisor for the administrator of the LIBO Screen Rate or a Governmental Authority governmental authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBO Screen Rate shall no longer be used for determining interest rates for loans, or (iii) the administrator of the LIBO Rate has made a public statement identifying a specific date after which LIBO Rate will permanently or indefinitely cease to be published by it (then Administrative Agent and there is no successor administrator that will continue publication of the Eurocurrency Screen Rate), then the Agent, the Servicer and the Seller Borrower shall endeavor to establish an alternate rate and make adjustments to the applicable margins (collectively, the “Replacement Rate”) of interest to the LIBO Rate that gives due consideration to the then then-prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and Administrative Agent and Borrower shall enter into an amendment to this Agreement to reflect such alternate rate of interest, adjustments to applicable margins interest and such other related changes to this Agreement as may be applicable. Notwithstanding If anything to the contrary in Section 9.5 (Amendments and Waivers), such amendment shall become effective without any Purchaser determines that further action or consent of any change in Law has made it unlawfulother party to this Agreement so long as Administrative Agent shall not have received, or that any Governmental Authority has asserted that it is unlawful, for any Purchaser or its applicable lending office to make, maintain or fund Purchases whose within five (5) Business Days of the date notice of such alternate rate of interest is determined by reference to SOFR, the Term SOFR Reference Rate, or Daily One Month Term SOFR, or to determine or charge interest rates based upon SOFR, the Term SOFR Reference Rate, or Daily One Month Term SOFR, then, upon notice thereof by such Purchaser provided to the Seller Lenders, a written notice from the Requisite Lenders stating that such Requisite Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (through f) (but, in the Agentcase of the circumstances described in clause (ii) of the first sentence of this Section 2.15(f), only to the extent the LIBO Screen Rate for Dollars for such Interest Period is not available or published at such time on a current basis), (ax) any obligation Conversion/Continuation Notice that requests the conversion of the Purchasers to make Daily One Month Term SOFR Capitalany Loans to, or continuation of any Loans as, a LIBO Rate Loan shall be ineffective and (y) if any right of the Seller to continue Daily One Month Term SOFR Capital or to convert Funding Notice requests a LIBO Rate Loan, such Loan shall be made as a Base Rate Capital to Daily One Month Term SOFR CapitalLoan; provided that, if such alternate rate of interest shall be suspendedless than zero, and (b) such rate shall be deemed to be zero for the interest rate on which Base Rate Capital shall, if necessary to avoid such illegality, be determined by the Agent without reference to clause (b) purposes of the definition of “Base Rate”, in each case until such Purchaser 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 Purchaser (with a copy to the Agent), prepay or, if applicable, convert all Daily One Month Term SOFR Capital to Base Rate Capital (the interest rate on which Base Rate Capital of such Purchaser shall, if necessary to avoid such illegality, be determined by the Agent without reference to clause (b) of the definition of “Base Rate”) immediately, and (ii) if necessary to avoid such illegality, the Agent shall during the period of such suspension compute the Base Rate without reference to clause (b) of the definition of “Base Rate,” in each case until the Agent is advised in writing by each affected Purchaser that it is no longer illegal for such Purchaser to determine or charge interest rates based upon SOFR, the Term SOFR Reference Rate, or Daily One Month Term SOFR. Upon any such prepayment or conversion, the Seller shall also pay accrued interest on the amount so prepaid or convertedthis Agreement.
Appears in 1 contract
LIBOR Replacement. If at any time (i) the Agent determines (which determination shall be conclusive absent manifest error) or the Required Financial Institutions notify the Agent that adequate and reasonable means do not exist for ascertaining the LIBO Rate (including, without limitation, because the LIBO Rate is not available or published on a current basis) and such circumstances are unlikely to be temporary, (ii) the supervisor for the administrator of the LIBO Rate or a Governmental Authority having jurisdiction over the Agent has made a public statement identifying a specific date after which the LIBO Rate shall no longer be used for determining interest rates for loans, or (iii) the administrator of the LIBO Rate has made a public statement identifying a specific date after which LIBO Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the Eurocurrency Screen Rate), then the Agent, the Servicer and the Seller shall endeavor to establish an alternate rate and make adjustments to the applicable margins (collectively, the “Replacement Rate”) to the LIBO Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest, adjustments to applicable margins and such other related changes to this Agreement as may be applicable. Notwithstanding If anything to the contrary in Section 14.1, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Agent shall not have received, within five (5) Business Days of the date notice of the Replacement Rate is provided to the Managing Agents, a written notice from the Required Financial Institutions stating that such Required Financial Institutions object to such amendment. Until the Replacement Rate is determined (but, in the case of the circumstances described in clause (ii) or (iii) of the first sentence of this Section 4.7, only to the extent the LIBO Rate for such Accrual Period is not available or published at such time on a current basis), (x) any Purchaser determines that any change in Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Purchaser or its applicable lending office to make, maintain or fund Purchases whose interest is determined Interest funded by reference to SOFRthe LIBO Rate shall, as on the Term SOFR Reference Ratelast day of the Accrual Period applicable thereto, or Daily One Month Term SOFR, or begin to determine or charge interest rates based upon SOFR, the Term SOFR Reference Rate, or Daily One Month Term SOFR, then, upon notice thereof be funded by such Purchaser reference to the Seller (through the Agent), (a) any obligation of the Purchasers to make Daily One Month Term SOFR Capital, and any right of the Seller to continue Daily One Month Term SOFR Capital or to convert Base Rate Capital to Daily One Month Term SOFR Capital, shall be suspendedPrime Rate, and (by) if a Purchase Notice requests that any Purchaser Interest be funded by reference to the interest rate on which Base LIBO Rate, such Purchaser Interest shall be funded by reference to the Prime Rate. Notwithstanding anything else herein, any definition of Replacement Rate Capital shallshall provide that in no event shall such Replacement Rate be less than zero for the purposes of this Agreement. To the extent the Replacement Rate is approved by the Agent in connection with this clause, if necessary the Replacement Rate shall be applied in a manner consistent with market practice; provided, that, in each case, to avoid the extent such illegalitymarket practice is not administratively feasible for the Agent, the Replacement Rate shall be applied as otherwise reasonably determined by the Agent without reference to clause (b) it being understood that any such modification by the Administrative Agent shall not require the consent of, or consultation with, any of the definition of “Base Rate”, in each case until such Purchaser 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 Purchaser (with a copy to the AgentPurchasers), prepay or, if applicable, convert all Daily One Month Term SOFR Capital to Base Rate Capital (the interest rate on which Base Rate Capital of such Purchaser shall, if necessary to avoid such illegality, be determined by the Agent without reference to clause (b) of the definition of “Base Rate”) immediately, and (ii) if necessary to avoid such illegality, the Agent shall during the period of such suspension compute the Base Rate without reference to clause (b) of the definition of “Base Rate,” in each case until the Agent is advised in writing by each affected Purchaser that it is no longer illegal for such Purchaser to determine or charge interest rates based upon SOFR, the Term SOFR Reference Rate, or Daily One Month Term SOFR. Upon any such prepayment or conversion, the Seller shall also pay accrued interest on the amount so prepaid or converted.
Appears in 1 contract
Samples: Receivables Purchase Agreement (Cardinal Health Inc)
