LIBOR Replacement. Anything in this Agreement to the contrary notwithstanding, if the Purchaser determines (which determination shall be binding and conclusive absent demonstrable error) that quotations of interest rates for the relevant deposits in the definition of LIBOR, EURIBOR and/or GBP LIBOR (the "Applicable Benchmark") in Section 1 are not being provided in the relevant amounts or for the relevant maturities for purposes of determining the Discount Rate applicable to a Receivable included on any Purchase... Request (whether by reason of circumstances affecting the London interbank Eurodollar market or otherwise) or adequate and reasonable means do not exist for ascertaining such Applicable Benchmark or such Applicable Benchmark does not adequately and fairly reflect the cost to the Purchaser of purchasing a Receivable, then the Purchaser shall give the Seller Representative prompt notice thereof, and so long as such condition remains in effect and provided that the Purchaser is invoking its right generally to use a different benchmark rate under similar receivables purchase facilities that include similar language to that contained in this Section 2.7, (i) no Purchase Request using the Applicable Costs of Funds that includes such Applicable Benchmark shall be funded using such Applicable Benchmark as a component of the Discount and (ii) all outstanding and future Purchase Requests shall be funded using a Discount that is calculated based on the Cost of Funds Rate plus a margin equal to the Applicable Margin. If (i) the foregoing unavailability or inadequacy with respect to such Applicable Benchmark is not of a temporary nature or (ii) the Purchaser or the Seller Representative determines that (A) the administrator of such Applicable Benchmark or a Governmental Authority having jurisdiction over such administrator or the Purchaser (or any other Person on behalf of such administrator or Governmental Authority) has made or published a public statement announcing that (1) the administrator of such Applicable Benchmark has ceased or will cease to provide such Applicable Benchmark, permanently or indefinitely (provided that, at the time of such statement or publication, no successor administrator will continue to provide such Applicable Benchmark), or (2) such Applicable Benchmark is no longer representative or (B) receivable purchase agreement that include similar language to that contained in this Section 2.7 are being executed or amended to incorporate or adopt a new benchmark interest rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein) to replace such Applicable Benchmark, then, upon notice by the Purchaser or the Seller Representative to the other of the same, the Purchaser and the Seller Representative shall negotiate in good faith with a view to agreeing upon another mutually acceptable benchmark for calculating the Discount Rate applicable to such Applicable Benchmark (including any mathematical or other adjustments to such benchmark or the Discount Rate) for the relevant Receivable and such other related changes to this Agreement as may be applicable. For the avoidance of doubt, if such alternate benchmark interest rate as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Each determination by the Purchaser shall be conclusive absent demonstrable error.View More
