Common use of Inadequacy of Pricing and Rate Determination Clause in Contracts

Inadequacy of Pricing and Rate Determination. If, for any reason with respect to any Interest Period, any applicable Administrative Agent (or, in the case of clause 2 below, Lenders having 50% or more of the Aggregate Commitments relating to the affected Tranche) shall have determined (which determination shall be conclusive and binding upon each Borrower, absent manifest error) that: the applicable Administrative Agent is unable through its customary general practices to determine any applicable Eurodollar Rate or Eurokrone Rate, as the case may be, or any applicable Eurodollar Rate or Eurokrone Rate, as the case may be, will not adequately and fairly reflect the cost to the applicable Lenders of making and maintaining such LIBOR Borrowing or NIBOR Borrowing hereunder for any proposed Interest Period, then the applicable Administrative Agent shall give the applicable Borrower notice thereof and thereupon, (A) any Rate Designation Notice previously given by such Borrower designating the applicable LIBOR Borrowing or NIBOR Borrowing which has not commenced as of the date of such notice from any Administrative Agent shall be deemed for all purposes hereof to be of no force and effect, as if never given, and (B) until the applicable Administrative Agent shall notify such Borrower that the circumstances giving rise to such notice from such Administrative Agent no longer exist, each Rate Designation Notice requesting the applicable Eurodollar Rate or Eurokrone Rate, as the case may be, shall be deemed a request for a Base Rate Borrowing, and any applicable LIBOR Borrowing or NIBOR Borrowing then outstanding shall be converted, without any notice to or from any Borrower, upon the termination of the Interest Period then in effect with respect to it, to a Base Rate Borrowing.

Inadequacy of Pricing and Rate Determination. If, If for any reason with respect to any LIBOR Interest Period, any applicable Administrative Period the Agent (or, in the case of clause 2 below, Lenders having 50% or more of the Aggregate Commitments relating to the affected Tranche) shall have determined (which determination shall be conclusive and binding upon each Borrower, absent manifest errorthe Company) that: (1) the applicable Administrative Agent is unable through its customary general practices to determine any applicable Eurodollar Rate or Eurokrone Ratea rate at which JPMorgan is offered deposits in United States dollars by prime banks in the interbank market in London, as England in the case may beappropriate amount for the appropriate period, or any by reason of circumstances affecting the interbank market in London, England, generally, prime banks are not being offered deposits in United States dollars in the interbank market in London, England, for the applicable Eurodollar LIBOR Interest Period and in an amount equal to the amount of the LIBOR Rate Borrowing requested by the Company, or Eurokrone Rate, as (2) the case may be, LIBOR Rate will not adequately and fairly reflect the cost to the applicable Lenders any Bank of making and maintaining such any LIBOR Borrowing or NIBOR Rate Borrowing hereunder for any proposed LIBOR Interest Period, then the applicable Administrative Agent shall give the applicable Borrower Company notice thereof and thereupon, (A) any Rate Designation Selection Notice previously given by such Borrower the Company designating the applicable a LIBOR Borrowing or NIBOR Borrowing Rate which has not commenced as of the date of such notice from any Administrative the Agent shall be deemed for all purposes hereof to be of no force and effect, as if never given, and (B) until the applicable Administrative Agent shall notify such Borrower the Company that the circumstances giving rise to such notice from such Administrative the Agent no longer exist, each Rate Designation Selection Notice requesting the applicable Eurodollar a LIBOR Rate or Eurokrone Rate, as the case may be, shall be deemed a request for a an Alternate Base Rate Borrowing, and any applicable each outstanding LIBOR Borrowing or NIBOR Rate Borrowing then outstanding in effect shall be converted, without any notice to or from any Borrowerthe Company, upon the termination of the LIBOR Interest Period then in effect with respect to iteffect, to a an Alternate Base Rate Borrowing.

Inadequacy of Pricing and Rate Determination. If, If for any reason with respect to any LIBOR Interest Period, any applicable Administrative Agent (or, in the case of clause 2 below, Lenders having 50% or more of the Aggregate Commitments relating to the affected Tranche) Period Lender shall have determined (which determination shall be conclusive and binding upon each Borrower, absent manifest error) that: the applicable Administrative Agent : (1) Lender is unable through its customary general practices to determine any applicable Eurodollar Rate or Eurokrone Rate, as a rate at which the case may beReference Bank is offered deposits in United States dollars by prime banks in the London interbank market in the appropriate amount for the appropriate period, or any by reason of circumstances affecting the London interbank market generally, the Reference Bank is not being offered deposits in United States dollars in the London interbank market, for the applicable Eurodollar LIBOR Interest Period and in an amount equal to the amount of the LIBOR Rate Borrowing requested by Borrower, or Eurokrone Rate, as (2) the case may be, LIBOR Rate will not adequately and fairly reflect the cost to the applicable Lenders Lender of making and maintaining such any LIBOR Borrowing or NIBOR Rate Borrowing hereunder for any proposed LIBOR Interest Period, then the applicable Administrative Agent Lender shall give the applicable Borrower notice thereof and thereupon, (A) any Rate Designation Selection Notice previously given by such Borrower designating the applicable a LIBOR Borrowing or NIBOR Borrowing Rate which has not commenced as of the date of such notice from any Administrative Agent Lender shall be deemed for all purposes hereof to be of no force and effect, as if never given, and (B) until the applicable Administrative Agent Lender shall notify such Borrower that the circumstances giving rise to such notice from such Administrative Agent Lender no longer exist, each Rate Designation Selection Notice requesting the applicable Eurodollar a LIBOR Rate or Eurokrone Rate, as the case may be, shall be deemed a request for a Base Rate Borrowing, and any applicable each outstanding LIBOR Borrowing or NIBOR Rate Borrowing then outstanding in effect shall be converted, without any notice to or from any Borrower, upon the termination of the LIBOR Interest Period then in effect with respect to iteffect, to a Base Rate Borrowing.

Inadequacy of Pricing and Rate Determination. If, for any reason with respect to any Interest Period, any applicable Administrative Agent (or, in the case of clause 2 below, Lenders having 50% or more of the Aggregate Commitments relating to the affected Tranche) shall have determined (which determination shall be conclusive and binding upon each Borrower, absent manifest errorcreate a rebuttable presumption as to the accuracy thereof) that: the applicable Administrative : (1) Agent is unable through its customary general practices to determine any applicable Eurodollar Rate or Eurokrone Rate, as or (2) by reason of circumstances affecting the case may beapplicable market, or generally, Agent is not being offered deposits in United States dollars in such market, for the applicable Interest Period and in an amount equal to the amount of any applicable Eurodollar Rate or Eurokrone Rate, as LIBOR Borrowing requested by Borrower, (3) Agent is advised by the case may be, Majority Lenders that Adjusted LIBOR for such Interest Period will not adequately and fairly reflect the cost to the applicable such Lenders (or Lender) of making and or maintaining their Loans (or its Loan) included in such LIBOR Borrowing or NIBOR Borrowing hereunder for any proposed such Interest Period, ; then the applicable Administrative Agent shall give the applicable Borrower written notice thereof (accompanied by a statement setting forth in reasonable detail Agent’s basis therefor) and thereupon, (A) any Rate Designation Notice previously given by such Borrower designating the applicable LIBOR Borrowing or NIBOR Borrowing which has not commenced as of the date of such notice from any Administrative Agent shall be deemed for all purposes hereof to be of no force and effect, as if never given, and (B) until the applicable Administrative Agent shall notify such Borrower that the circumstances giving rise to such notice from such Administrative Agent no longer exist, each Rate Designation Notice requesting the applicable Eurodollar Rate or Eurokrone Rate, as the case may be, shall be deemed a request for a Base Rate Borrowing, and any applicable LIBOR Borrowing or NIBOR Borrowing then outstanding shall be converted, without any notice to or from any Borrower, upon the termination of the Interest Period then in effect with respect to it, to a Base Rate Borrowing.

Inadequacy of Pricing and Rate Determination. If, If for any reason with respect to any LIBOR Interest Period, any applicable Administrative Period the Agent (or, in the case of clause 2 below, Lenders having 50% or more of the Aggregate Commitments relating to the affected Tranche) shall have determined (which determination shall be conclusive and binding upon each Borrower, absent manifest errorthe Company) that: : (1) the applicable Administrative Agent is unable through its customary general practices to determine any applicable Eurodollar Rate or Eurokrone Ratea rate at which Chase is offered deposits in United States dollars by prime banks in the interbank market in London, as England in the case may beappropriate amount for the appropriate period, or any by reason of circumstances affecting the interbank market in London, England, generally, prime banks are not being offered deposits in United States dollars in the interbank market in London, England, for the applicable Eurodollar LIBOR Interest Period and in an amount equal to the amount of the LIBOR Rate Borrowing requested by the Company, or Eurokrone Rate, as (2) the case may be, LIBOR Rate will not adequately and fairly reflect the cost to the applicable Lenders any Bank of making and maintaining such any LIBOR Borrowing or NIBOR Rate Borrowing hereunder for any proposed LIBOR Interest Period, then the applicable Administrative Agent shall give the applicable Borrower Company notice thereof and thereupon, (A) any Rate Designation Selection Notice previously given by such Borrower the Company designating the applicable a LIBOR Borrowing or NIBOR Borrowing Rate which has not commenced as of the date of such notice from any Administrative the Agent shall be deemed for all purposes hereof to be of no force and effect, as if never given, and (B) until the applicable Administrative Agent shall notify such Borrower the Company that the circumstances giving rise to such notice from such Administrative the Agent no longer exist, each Rate Designation Selection Notice requesting the applicable Eurodollar a LIBOR Rate or Eurokrone Rate, as the case may be, shall be deemed a request for a an Alternate Base Rate Borrowing, and any applicable each outstanding LIBOR Borrowing or NIBOR Rate Borrowing then outstanding in effect shall be converted, without any notice to or from any Borrowerthe Company, upon the termination of the LIBOR Interest Period then in effect with respect to iteffect, to a an Alternate Base Rate Borrowing.

Inadequacy of Pricing and Rate Determination. If, If for any reason with respect to any Interest Period, any applicable Administrative Agent (or, in the case of clause 2 below, Lenders having 50% or more of the Aggregate Commitments relating to the affected Tranche) Lender shall have reasonably determined (which determination shall be conclusive and binding upon each Borrower, absent manifest errorthe Borrowers) that: : (1) the applicable Administrative Agent Lender is unable through its customary general practices to determine any applicable Eurodollar Rate or Eurokrone Euro Rate, or (2) by reason of circumstances affecting the Eurodollar Interbank Market or the Eurosterling Interbank Market, as appropriate, generally, the Lender is not being offered deposits in Dollars or Pounds (as the case may be) in such market through its customary general practices, or for the applicable Interest Period and in an amount equal to the amount of any applicable Eurodollar Euro Borrowing requested by a Borrower, or (3) any applicable Euro Rate or Eurokrone Rate, as the case may be, will not adequately and fairly reflect the cost to the applicable Lenders Lender of making and maintaining such LIBOR Borrowing or NIBOR Euro Borrowing hereunder for any proposed Interest Period, then the applicable Administrative Agent Lender shall give the applicable relevant Borrower notice thereof and thereupon, (A) any Rate Designation Notice previously given by such Borrower designating the applicable LIBOR Euro Borrowing or NIBOR Base Rate Borrowing which has not commenced as of the date of such notice from any Administrative Agent the Lender shall be deemed for all purposes hereof to be of no force and effect, as if never given, and either (B) until the applicable Administrative Agent Lender shall notify such Borrower that the circumstances giving rise to such notice from such Administrative Agent the Lender no longer existexist (which notice shall be given promptly to such Borrower after the Lender becomes aware thereof), each Rate Designation Notice requesting the applicable a Eurodollar Rate or Eurokrone Rate, as the case may be, shall be deemed a request for a Base Rate Borrowing, and any applicable LIBOR Borrowing or NIBOR Euro Borrowing then outstanding shall be converted, without any notice to or from any such Borrower, upon the termination of the Interest Period then in effect with respect to it, to a Base Rate Borrowing, or (C) until the Lender shall notify DSL that the circumstances giving rise to such notice from the Lender no longer exist (which notice shall be given promptly to DSL after the Lender becomes aware thereof), each Rate Designation Notice from DSL shall be deemed a request for a Eurosterling Rate Borrowing with a one-month Interest Period.

Inadequacy of Pricing and Rate Determination. If, If for any reason with -------------------------------------------- respect to any LIBOR Interest Period, any applicable Administrative Period the Agent (or, in the case of clause 2 below, Lenders having 50% or more of the Aggregate Commitments relating to the affected Tranche) shall have determined (which determination shall be conclusive and binding upon each Borrower, absent manifest errorthe Company) that: : (1) the applicable Administrative Agent is unable through its customary general practices to determine any applicable Eurodollar Rate or Eurokrone Ratea rate at which Chase is offered deposits in United States dollars by prime banks in the interbank market in London, as England in the case may beappropriate amount for the appropriate period, or any by reason of circumstances affecting the interbank market in London, England, generally, prime banks are not being offered deposits in United States dollars in the interbank market in London, England, for the applicable Eurodollar LIBOR Interest Period and in an amount equal to the amount of the LIBOR Rate Borrowing requested by the Company, or Eurokrone Rate, as (2) the case may be, LIBOR Rate will not adequately and fairly reflect the cost to the applicable Lenders any Bank of making and maintaining such any LIBOR Borrowing or NIBOR Rate Borrowing hereunder for any proposed LIBOR Interest Period, then the applicable Administrative Agent shall give the applicable Borrower Company notice thereof and thereupon, (A) any Rate Designation Selection Notice previously given by such Borrower the Company designating the applicable a LIBOR Borrowing or NIBOR Borrowing Rate which has not commenced as of the date of such notice from any Administrative the Agent shall be deemed for all purposes hereof to be of no force and effect, as if never given, and (B) until the applicable Administrative Agent shall notify such Borrower the Company that the circumstances giving rise to such notice from such Administrative the Agent no longer exist, each Rate Designation Selection Notice requesting the applicable Eurodollar a LIBOR Rate or Eurokrone Rate, as the case may be, shall be deemed a request for a an Alternate Base Rate Borrowing, and any applicable each outstanding LIBOR Borrowing or NIBOR Rate Borrowing then outstanding in effect shall be converted, without any notice to or from any Borrowerthe Company, upon the termination of the LIBOR Interest Period then in effect with respect to iteffect, to a an Alternate Base Rate Borrowing.