Common use of Benchmark Discontinuation Clause in Contracts

Benchmark Discontinuation. 10.11 If any Benchmark Event occurs in relation to an Original Reference Rate when any Rate of Interest (or any component part thereof) remains to be determined by reference to such Original Reference Rate, then the Issuer or, upon the service by the Security Trustee on the Issuer of an Issuer Acceleration Notice and on the CBC of a Notice to Pay, the CBC shall use its reasonable endeavours to appoint an Independent Adviser, as soon as reasonably practicable, with a view to the Independent Adviser determining a Successor Rate, or, if a Successor Rate is not available, an Alternative Rate (in accordance with Clause 10.12 below) and, in either case, an Adjustment Spread if any (in accordance with Clause 10.13 below) and any Benchmark Amendments (in accordance with Clause 10.14 below). If the Issuer or the CBC, as the case may be, is unable to appoint an Independent Adviser, or the Independent Adviser appointed by the Issuer or the CBC, as the case may be, fails to determine a Successor Rate or an Alternative Rate, the Issuer or the CBC, as the case may be, (acting in good faith and in a commercially reasonable manner) shall use reasonable endeavours to determine a Successor Rate, or, if a Successor Rate is not available, an Alternative Rate (in accordance with Clause 10.12 below) and, in either case, an Adjustment Spread, if any (in accordance with Clause 10.13 below), and any Benchmark Amendments (in accordance with Clause 10.14 below). Without prejudice to the definitions thereof, for the purposes of determining any Successor Rate, Alternative Rate, Adjustment Spread and/or Benchmark Amendments, as the case may be, the Issuer or the CBC, as the case may be, will take into account any relevant and applicable market precedents and customary market usage as well as any published guidance from relevant associations involved in the establishment of market standards and/or protocols in the international debt capital markets. An Independent Adviser appointed pursuant to this Clause 10.11 shall act in good faith as an expert and (in the absence of wilful misconduct (opzet) or gross negligence (grove nalatigheid)) shall have no liability whatsoever to the Issuer, the CBC, any Paying Agent, the Calculation Agent, the Covered Bondholders or the Couponholders for any determination made by it or for any advice given to the Issuer or the CBC, as the case may be, in connection with any determination made by the Issuer or the CBC, as the case may be, pursuant to this Clause 10.11 through Clause 10.17 below (inclusive).

Benchmark Discontinuation. 10.11 (i) If any a Benchmark Event occurs in relation to an Original the Reference Rate when any the Rate of Interest (or any component part thereof) for any Interest Period remains to be determined by reference to such Original Reference Rate, then the Issuer or, upon the service by the Security Trustee on the Issuer of an Issuer Acceleration Notice and on the CBC of a Notice to Pay, the CBC shall use its reasonable endeavours to appoint an Independent Adviser, as soon as reasonably practicable, with a view to the Independent Adviser determining determine a Successor Rate, or, if a Successor Rate is not available, failing which an Alternative Rate (in accordance with Clause 10.12 below) and, in either case, an Adjustment Spread if any (in accordance with Clause 10.13 below) and any Benchmark Amendments (in accordance with Clause 10.14 belowCondition 7(j)(ii). If the Issuer or the CBC, as the case may be, is unable to appoint an Independent Adviser, or the Independent Adviser appointed by the Issuer or the CBC, as the case may be, fails to determine a Successor Rate or an Alternative Rate, the Issuer or the CBC, as the case may be, (acting in good faith and in a commercially reasonable manner) shall use reasonable endeavours to determine a Successor Rate, or, if a Successor Rate is not available, an Alternative Rate (in accordance with Clause 10.12 below) and, in either case, an Adjustment Spread, if any (in accordance with Clause 10.13 belowCondition 7(j)(iii), ) and any Benchmark Amendments (in accordance with Clause 10.14 belowCondition 7(j)(iv)). Without prejudice to the definitions thereof, for the purposes of determining any Successor Rate, Alternative Rate, Adjustment Spread and/or Benchmark Amendments, as the case may be, the Issuer or the CBC, as the case may be, will take into account any relevant and applicable market precedents and customary market usage as well as any published guidance from relevant associations involved in the establishment of market standards and/or protocols in the international debt capital markets. An In making such determination an Independent Adviser appointed pursuant to this Clause 10.11 Condition 7(j) shall act in good faith and in a commercially reasonable manner as an expert and (in expert. In the absence of wilful misconduct (opzet) bad faith or gross negligence (grove nalatigheid)) fraud, the Independent Adviser shall have no liability whatsoever to the Issuer, the CBC, any Paying Fiscal Agent, the Calculation Agent, the Covered Bondholders Agents or the Couponholders Noteholders for any determination made by it or for any advice given to the Issuer or the CBC, as the case may be, in connection with any determination made by the Issuer or the CBC, as the case may be, pursuant to this Clause 10.11 through Clause 10.17 below Condition 7(j). If (inclusivei) the Issuer is unable to appoint an Independent Adviser or (ii) the Independent Adviser appointed by it fails to determine a Successor Rate or, failing which, an Alternative Rate in accordance with this Condition 7(j) prior to the date which is 10 business days prior to the relevant Interest Determination Date, the Reference Rate applicable to the immediate following Interest Period shall be the Reference Rate applicable as at the last preceding Interest Determination Date. If there has not been a first Interest Payment Date, the Reference Rate shall be the Reference Rate applicable to the first Interest Period. For the avoidance of doubt, any adjustment pursuant to this paragraph shall apply to the immediately following Interest Period only. Any subsequent Interest Period is subject to the subsequent operation of this Condition 7(j).

Benchmark Discontinuation. 10.11 If any Benchmark Event occurs in relation to an Original Reference Rate when any Rate of Interest (or any component part thereof) remains to be determined by reference to such Original Reference Rate, then the Issuer or, upon the service by the Security Trustee on the Issuer of an Issuer Acceleration Notice and on the CBC of a Notice to Pay, the CBC shall use its reasonable endeavours to appoint an Independent Adviser, as soon as reasonably practicable, with a view to the Independent Adviser determining a Successor Rate, or, if a Successor Rate is not available, an Alternative Rate (in accordance with Clause 10.12 below) and, in either case, an Adjustment Spread Spread, if any (in accordance with Clause 10.13 below) and any Benchmark Amendments (in accordance with Clause 10.14 below). If the Issuer or the CBC, as the case may be, is unable to appoint an Independent Adviser, or the Independent Adviser appointed by the Issuer or the CBC, as the case may be, fails to determine a Successor Rate or an Alternative Rate, the Issuer or the CBC, as the case may be, (acting in good faith and in a commercially reasonable manner) shall use reasonable endeavours to determine a Successor Rate, or, if a Successor Rate is not available, an Alternative Rate (in accordance with Clause 10.12 below) and, in either case, an Adjustment Spread, if any (in accordance with Clause 10.13 below), and any Benchmark Amendments (in accordance with Clause 10.14 below). Without prejudice to the definitions thereof, for the purposes of determining any Successor Rate, Alternative Rate, Adjustment Spread and/or Benchmark Amendments, as the case may be, the Issuer or the CBC, as the case may be, will take into account any relevant and applicable market precedents and customary market usage as well as any published guidance from relevant associations involved in the establishment of market standards and/or protocols in the international debt capital markets. An Independent Adviser appointed pursuant to this Clause 10.11 shall act in good faith as an expert and (in the absence of wilful misconduct (opzet) or gross negligence (grove nalatigheid)) shall have no liability whatsoever to the Issuer, the CBC, any Paying Agent, the Calculation Agent, the Covered Bondholders or the Couponholders for any determination made by it or for any advice given to the Issuer or the CBC, as the case may be, in connection with any determination made by the Issuer or the CBC, as the case may be, pursuant to this Clause 10.11 through Clause 10.17 below (inclusive).

Benchmark Discontinuation. 10.11 (i) If any a Benchmark Event occurs in relation to an Original the Reference Rate when any the Rate of Interest (or any component part thereof) for any Interest Period remains to be determined by reference to such Original Reference Rate, then the Issuer or, upon the service by the Security Trustee on the Issuer of an Issuer Acceleration Notice and on the CBC of a Notice to Pay, the CBC shall use its reasonable endeavours to appoint an Independent Adviser, as soon as reasonably practicable, with a view to the Independent Adviser determining determine a Successor Rate, or, if a Successor Rate is not available, failing which an Alternative Rate (in accordance with Clause 10.12 below) and, in either case, an Adjustment Spread if any (in accordance with Clause 10.13 below) and any Benchmark Amendments (in accordance with Clause 10.14 belowCondition 7(k)(ii). If the Issuer or the CBC, as the case may be, is unable to appoint an Independent Adviser, or the Independent Adviser appointed by the Issuer or the CBC, as the case may be, fails to determine a Successor Rate or an Alternative Rate, the Issuer or the CBC, as the case may be, (acting in good faith and in a commercially reasonable manner) shall use reasonable endeavours to determine a Successor Rate, or, if a Successor Rate is not available, an Alternative Rate (in accordance with Clause 10.12 below) and, in either case, an Adjustment Spread, if any (in accordance with Clause 10.13 belowCondition 7(k)(iii), ) and any Benchmark Amendments (in accordance with Clause 10.14 belowCondition 7(k)(iv)). Without prejudice to the definitions thereof, for the purposes of determining any Successor Rate, Alternative Rate, Adjustment Spread and/or Benchmark Amendments, as the case may be, the Issuer or the CBC, as the case may be, will take into account any relevant and applicable market precedents and customary market usage as well as any published guidance from relevant associations involved in the establishment of market standards and/or protocols in the international debt capital markets. An In making such determination an Independent Adviser appointed pursuant to this Clause 10.11 Condition 7(k) shall act in good faith and in a commercially reasonable manner as an expert and (in expert. In the absence of wilful misconduct (opzet) bad faith or gross negligence (grove nalatigheid)) fraud, the Independent Adviser shall have no liability whatsoever to the Issuer, the CBC, any Paying Fiscal Agent, the Calculation Agent, the Covered Bondholders Agents or the Couponholders Noteholders for any determination made by it or for any advice given to the Issuer or the CBC, as the case may be, in connection with any determination made by the Issuer or the CBC, as the case may be, pursuant to this Clause 10.11 through Clause 10.17 below Condition 7(k). If (inclusivei) the Issuer is unable to appoint an Independent Adviser or (ii) the Independent Adviser appointed by it fails to determine a Successor Rate or, failing which, an Alternative Rate in accordance with this Condition 7(k) prior to the date which is 10 business days prior to the relevant Interest Determination Date, the Reference Rate applicable to the immediate following Interest Period shall be the Reference Rate applicable as at the last preceding Interest Determination Date. If there has not been a first Interest Payment Date, the Reference Rate shall be the Reference Rate applicable to the first Interest Period. For the avoidance of doubt, any adjustment pursuant to this paragraph shall apply to the immediately following Interest Period only. Any subsequent Interest Period is subject to the subsequent operation of this Condition 7(k).