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 LIBOR Interest Period the Agent shall have determined (which determination shall be conclusive and binding upon the Company, and, in the case of clause (2) below, shall be presumed to be made upon notice from such Lender) that: (1) the Agent is unable through its customary general practices to determine a rate at which the Agent is offered deposits in United States dollars by prime banks in the interbank market in London, England in the appropriate amount for the appropriate period, or 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 LIBOR Interest Period and in an amount equal to the amount of the LIBOR Rate Borrowing requested by the Company, or (2) the LIBOR Rate will not adequately and fairly reflect the cost to any Lender of making and maintaining any LIBOR Rate Borrowing hereunder for any proposed LIBOR Interest Period, then the Agent shall give the Company notice thereof and thereupon, (A) any Rate Selection Notice previously given by the Company designating a LIBOR Rate which has not commenced as of the date of such notice from the Agent shall be deemed for all purposes hereof to be of no force and effect, as if never given, and (B) until the Agent shall notify the Company that the circumstances giving rise to such notice from the Agent no longer exist, each Rate Selection Notice requesting a LIBOR Rate Borrowing shall be deemed a request for an Alternate Base Rate Borrowing, and each outstanding LIBOR Rate Borrowing then in effect shall be converted, without any notice to or from the Company, upon the termination of the LIBOR Interest Period then in effect, to an Alternate Base Rate Borrowing.

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

Inadequacy of Pricing and Rate Determination. If for any reason with respect to any LIBOR Interest Period the Agent shall have determined (which determination shall be conclusive and binding upon the Company, and, in the case of clause (2) below, shall be presumed to be made upon notice from such Lender) that: (1) the Agent is unable through its customary general practices to determine a rate at which the Agent JPMorgan is offered deposits in United States dollars by prime banks in the interbank market in London, England in the appropriate amount for the appropriate period, or 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 LIBOR Interest Period and in an amount equal to the amount of the LIBOR Rate Borrowing requested by the Company, or (2) the LIBOR Rate will not adequately and fairly reflect the cost to any Lender Bank of making and maintaining any LIBOR Rate Borrowing hereunder for any proposed LIBOR Interest Period, then the Agent shall give the Company notice thereof and thereupon, (A) any Rate Selection Notice previously given by the Company designating a LIBOR Rate which has not commenced as of the date of such notice from the Agent shall be deemed for all purposes hereof to be of no force and effect, as if never given, and (B) until the Agent shall notify the Company that the circumstances giving rise to such notice from the Agent no longer exist, each Rate Selection Notice requesting a LIBOR Rate Borrowing shall be deemed a request for an Alternate Base Rate Borrowing, and each outstanding LIBOR Rate Borrowing then in effect shall be converted, without any notice to or from the Company, upon the termination of the LIBOR Interest Period then in effect, to an Alternate Base Rate Borrowing.

Inadequacy of Pricing and Rate Determination. If for any reason with respect to any LIBOR Interest Period the Agent shall have determined (which determination shall be conclusive and binding upon the Company, and, in the case of clause (2) below, shall be presumed to be made upon notice from such Lender) that: (1) the Agent is unable through its customary general practices to determine a rate at which the Agent Chase is offered deposits in United States dollars by prime banks in the interbank market in London, England in the appropriate amount for the appropriate period, or 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 LIBOR Interest Period and in an amount equal to the amount of the LIBOR Rate Borrowing requested by the Company, or (2) the LIBOR Rate will not adequately and fairly reflect the cost to any Lender Bank of making and maintaining any LIBOR Rate Borrowing hereunder for any proposed LIBOR Interest Period, then the Agent shall give the Company notice thereof and thereupon, (A) any Rate Selection Notice previously given by the Company designating a LIBOR Rate which has not commenced as of the date of such notice from the Agent shall be deemed for all purposes hereof to be of no force and effect, as if never given, and (B) until the Agent shall notify the Company that the circumstances giving rise to such notice from the Agent no longer exist, each Rate Selection Notice requesting a LIBOR Rate Borrowing shall be deemed a request for an Alternate Base Rate Borrowing, and each outstanding LIBOR Rate Borrowing then in effect shall be converted, without any notice to or from the Company, upon the termination of the LIBOR Interest Period then in effect, to an Alternate Base Rate Borrowing.

Inadequacy of Pricing and Rate Determination. If If, for any reason with respect to any LIBOR Interest Period Period, any applicable Administrative Agent (or, in the Agent 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 the Companyeach Borrower, and, in the case of clause (2) below, shall be presumed to be made upon notice from such Lenderabsent manifest error) that: (1) the applicable Administrative Agent is unable through its customary general practices to determine a rate at which any applicable Eurodollar Rate or Eurokrone Rate, as the Agent is offered deposits in United States dollars by prime banks in the interbank market in London, England in the appropriate amount for the appropriate periodcase may be, or by reason of circumstances affecting any applicable Eurodollar Rate or Eurokrone Rate, as the interbank market in Londoncase may be, England, generally, prime banks are not being offered deposits in United States dollars in the interbank market in London, England, for the applicable LIBOR Interest Period and in an amount equal to the amount of the LIBOR Rate Borrowing requested by the Company, or (2) the LIBOR Rate will not adequately and fairly reflect the cost to any Lender the applicable Lenders of making and maintaining any such LIBOR Rate Borrowing or NIBOR Borrowing hereunder for any proposed LIBOR Interest Period, then the applicable Administrative Agent shall give the Company applicable Borrower notice thereof and thereupon, (A) any Rate Selection Designation Notice previously given by such Borrower designating the Company designating a applicable LIBOR Rate Borrowing or NIBOR Borrowing which has not commenced as of the date of such notice from the 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 the Company such Borrower that the circumstances giving rise to such notice from the such Administrative Agent no longer exist, each Rate Selection Designation Notice requesting a LIBOR the applicable Eurodollar Rate Borrowing or Eurokrone Rate, as the case may be, shall be deemed a request for an Alternate a Base Rate Borrowing, and each outstanding any applicable LIBOR Rate Borrowing or NIBOR Borrowing then in effect outstanding shall be converted, without any notice to or from the Companyany Borrower, upon the termination of the LIBOR Interest Period then in effecteffect with respect to it, to an Alternate a Base Rate Borrowing.

Inadequacy of Pricing and Rate Determination. If for any reason with respect to any LIBOR Interest Period the Agent shall have determined (which determination shall be conclusive and binding upon the Company, and, in the case of clause (2) below, shall be presumed to be made upon notice from such Lenderprima facie evidence thereof) that: (1) the Agent is unable through its customary general practices to determine a rate at which the Agent is offered deposits in United States dollars by prime banks in the interbank market in London, England in the appropriate amount for the appropriate periodany applicable Eurodollar Rate, or (2) by reason of circumstances affecting the interbank applicable market in London, England, generally, prime banks are Agent is not being offered deposits in United States dollars in the interbank market in London, Englandsuch market, for the applicable LIBOR Interest Period and in an amount equal to the amount of the LIBOR any applicable Eurodollar Rate Borrowing requested by the CompanyBorrower, or (23) the LIBOR any applicable Eurodollar Rate will not adequately and fairly reflect the cost to any Lender the Lenders of making and maintaining any LIBOR such Eurodollar Rate Borrowing hereunder for any proposed LIBOR Interest Period, then the Agent shall give the Company Borrower notice thereof and thereupon, (A) any Rate Selection Notice Request for Loan previously given by Borrower designating the Company designating a LIBOR applicable Eurodollar Rate Borrowing which has not commenced as of the date of such notice from the Agent shall be deemed for all purposes hereof to be of no force and effect, as if never given, and (B) until the Agent shall notify the Company Borrower that the circumstances giving rise to such notice from the Agent no longer exist, each Request for Loan requesting the applicable Eurodollar Rate Selection Notice requesting a LIBOR Rate Borrowing shall be deemed a request for an Alternate a Base Rate Borrowing, and each outstanding LIBOR any applicable Eurodollar Rate Borrowing then in effect outstanding shall be converted, without any notice to or from the CompanyBorrower, upon the termination of the LIBOR Interest Period then in effecteffect with respect to it, to an Alternate a Base Rate Borrowing.. (d)

Inadequacy of Pricing and Rate Determination. If for any reason with -------------------------------------------- respect to any LIBOR Interest Period the Agent shall have determined (which determination shall be conclusive and binding upon the Company, and, in the case of clause (2) below, shall be presumed to be made upon notice from such Lender) that: (1) the Agent is unable through its customary general practices to determine a rate at which the Agent Chase is offered deposits in United States dollars by prime banks in the interbank market in London, England in the appropriate amount for the appropriate period, or 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 LIBOR Interest Period and in an amount equal to the amount of the LIBOR Rate Borrowing requested by the Company, or (2) the LIBOR Rate will not adequately and fairly reflect the cost to any Lender Bank of making and maintaining any LIBOR Rate Borrowing hereunder for any proposed LIBOR Interest Period, then the Agent shall give the Company notice thereof and thereupon, (A) any Rate Selection Notice previously given by the Company designating a LIBOR Rate which has not commenced as of the date of such notice from the Agent shall be deemed for all purposes hereof to be of no force and effect, as if never given, and (B) until the Agent shall notify the Company that the circumstances giving rise to such notice from the Agent no longer exist, each Rate Selection Notice requesting a LIBOR Rate Borrowing shall be deemed a request for an Alternate Base Rate Borrowing, and each outstanding LIBOR Rate Borrowing then in effect shall be converted, without any notice to or from the Company, upon the termination of the LIBOR Interest Period then in effect, to an Alternate Base Rate Borrowing.

Inadequacy of Pricing and Rate Determination. If If, for any reason with respect to any LIBOR Interest Period the Period, Agent shall have determined (which determination shall be conclusive and binding upon the Company, andor, in the case of clause (2) 3 below, shall be presumed to be made upon notice from such the applicable Lender) shall have reasonably determined that: (1) the Agent is unable through its customary general practices to determine a rate at which the Agent is offered deposits in United States dollars by prime banks in the interbank market in London, England in the appropriate amount for the appropriate periodany applicable Eurodollar Rate, or (2) by reason of circumstances affecting the interbank market in London, Englandapplicable market, generally, prime banks are Agent is not being offered deposits in United States dollars in the interbank market in London, Englandsuch market, for the applicable LIBOR Interest Period and in an amount equal to the amount of the any applicable LIBOR Rate Borrowing requested by the CompanyBorrower, or (23) the LIBOR any applicable Eurodollar Rate will not adequately and fairly reflect the cost to any Lender of making and maintaining any such LIBOR Rate Borrowing hereunder for any proposed LIBOR Interest Period, then the Agent shall give the Company Borrower notice thereof and thereupon, (A) any Rate Selection Designation Notice previously given by Borrower designating the Company designating a applicable LIBOR Rate Borrowing which has not commenced as of the date of such notice from the Agent shall be deemed for all purposes hereof to be of no force and effect, as if never given, and (B) until the Agent shall notify the Company Borrower that the circumstances giving rise to such notice from the Agent no longer exist, each Rate Selection Designation Notice requesting a LIBOR the applicable Eurodollar Rate Borrowing shall be deemed a request for an Alternate a Base Rate Borrowing, and each outstanding any applicable LIBOR Rate Borrowing then in effect outstanding shall be converted, without any notice to or from the CompanyBorrower, upon the termination of the LIBOR Interest Period then in effecteffect with respect to it, to an Alternate a Base Rate Borrowing.. (iv)