Common use of Independent Adviser Clause in Contracts

Independent Adviser. Notwithstanding Condition 4(b)(ii)(B) and Condition 4(b)(ii)(C), if a 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 shall use its reasonable endeavours to appoint and consult with an Independent Adviser, as soon as reasonably practicable, with a view to the Issuer determining a Successor Rate, failing which an Alternative Rate (in accordance with Condition 4(b)(iii)(B)) and, in either case, an Adjustment Spread (if any) (in accordance with Condition 4(b)(iii)(C)) and any Benchmark Amendments (in accordance with Condition 4(b)(iii)(D)). An Independent Adviser appointed pursuant to this Condition 4(b)(iii) shall act in good faith and in a commercially reasonable manner and in consultation with the Issuer. In the absence of bad faith or fraud, the Independent Adviser shall have no liability whatsoever to the Paying Agents or the Noteholders or Couponholders for any advice given to the Issuer in connection with any determination made by the Issuer pursuant to this Condition 4(b)(iii). If (i) the Issuer is unable to appoint an Independent Adviser; or (ii) the Issuer fails to determine a Successor Rate or, failing which, an Alternative Rate in accordance with this Condition 4(b)(iii)(A) prior to the relevant Interest Determination Date, the Rate of Interest applicable to the next succeeding Interest Period shall be equal to the Rate of Interest last determined in relation to the Notes in respect of the immediately preceding Interest Period. If there has not been a first Interest Payment Date, the Rate of Interest shall be the initial Rate of Interest. Where a different Margin (if any) or Maximum or Minimum Rate of Interest is to be applied to the relevant Interest Period from that which applied to the last preceding Interest Period, the Margin (if any) or Maximum or Minimum Rate of Interest relating to the relevant Interest Period shall be substituted in place of the Margin (if any) or Maximum or Minimum Rate of Interest relating to that last preceding Interest Period. For the avoidance of doubt, this sub-paragraph shall apply to the relevant next succeeding Interest Period only and any subsequent Interest Periods are subject to the subsequent operation of, and to adjustment as provided in, this Condition 4(b)(iii).

Independent Adviser. Notwithstanding Condition 4(b)(ii)(B) and Condition 4(b)(ii)(C), if If a Benchmark Event occurs in relation to an Original Reference the EUR 5 year Swap Rate when on any Rate of Reset Interest (or any component part thereof) remains to be determined by reference to such Original Reference RateDetermination Date, then the Issuer shall use its reasonable endeavours to appoint and consult with an Independent Adviser, as soon as reasonably practicable, with a view to the Issuer determining determine a Successor Rate, failing which an Alternative Rate (in accordance with Condition 4(b)(iii)(B4(d)(ii)) and, in either case, an Adjustment Spread (if any) (in accordance with Condition 4(b)(iii)(C)) and any Benchmark Amendments (in accordance with Condition 4(b)(iii)(D4(d)(iv)), by no later than five Business Days prior to the Reset Interest Determination Date relating to the next Reset Period for which the Prevailing Interest Rate (or any component part thereof) is to be determined by reference to the EUR 5 year Swap Rate (the “IA Determination Cut-off Date”). An In making such determination, the Independent Adviser appointed pursuant to this Condition 4(b)(iii4(d)(i) shall act in good faith and in a commercially reasonable manner as an expert and in consultation with the Issuer. In the absence of bad faith or fraudfraud and gross negligence, the Independent Adviser shall have no liability whatsoever to the Issuer, the Paying Agents or the Noteholders Securityholders or the Couponholders for any advice given to the Issuer in connection with any determination made by the Issuer it pursuant to this Condition 4(b)(iii4(d)(i). If (i) the Issuer is unable to appoint an Independent Adviser; or (ii) the Issuer Independent Adviser appointed by it fails to determine a Successor Rate or, failing which, an Alternative Rate in accordance with this Condition 4(b)(iii)(A4(d)(i), and/or (in either case) the applicable Adjustment Spread, prior to the relevant IA Determination Cut-off Date in accordance with this Condition, the Issuer (acting in good faith and in a commercially reasonable manner) may determine a Successor Rate, failing which an Alternative Rate and, in either case, an Adjustment Spread, by no later than five Business Days prior to the Reset Interest Determination Date, the Rate of Interest applicable Date relating to the next succeeding Reset Period for which the Prevailing Interest Period shall be equal to the Rate of Interest last determined in relation to the Notes in respect of the immediately preceding Interest Period. If there has not been a first Interest Payment Date, the Rate of Interest shall be the initial Rate of Interest. Where a different Margin (if anyor any component part thereof) or Maximum or Minimum Rate of Interest is to be applied determined by reference to the relevant Interest Period from that which applied to the last preceding Interest Period, the Margin (if any) or Maximum or Minimum Rate of Interest relating to the relevant Interest Period shall be substituted in place of the Margin (if any) or Maximum or Minimum Rate of Interest relating to that last preceding Interest PeriodEUR 5 year Swap Rate. For the avoidance of doubt, this sub-paragraph shall apply to the relevant next succeeding Interest Reset Period only and any subsequent Interest Reset Periods are subject to the subsequent operation of, and to adjustment as provided in, the first paragraph of this Condition 4(b)(iii4(d)(i).

Independent Adviser. Notwithstanding Condition 4(b)(ii)(B) and Condition 4(b)(ii)(C), if If a 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 shall use its reasonable endeavours to appoint and consult with an Independent Adviser, as soon as reasonably practicable, with a view to the Issuer determining determine a Successor Rate, failing which an Alternative Rate (in accordance with Condition 4(b)(iii)(B4.6(B)) and, in either case, an Adjustment Spread (if any) (in accordance with Condition 4(b)(iii)(C)) and any Benchmark Amendments (in accordance with Condition 4(b)(iii)(D4.6(D))) shall apply. An In making such determination, the Independent Adviser appointed pursuant to this Condition 4(b)(iii) 4.6 shall act in good faith and in a commercially reasonable manner as an expert and in consultation with the Issuer. In the absence of bad faith or fraudfraud and gross negligence, the Independent Adviser shall have no liability whatsoever to the Issuer, the Paying Agents or Agents, the Noteholders or the Couponholders for any advice given to the Issuer in connection with any determination made by the Issuer it pursuant to this Condition 4(b)(iii)4.6. If (i) the Issuer is unable to appoint an Independent Adviser; or (ii) the Issuer Independent Adviser appointed by it fails to determine a Successor Rate or, failing which, an Alternative Rate in accordance with this Condition 4(b)(iii)(A4.6(A) prior to the relevant Interest Determination Date, the Rate of Interest applicable to the next succeeding Interest Period shall be equal to the Rate of Interest last determined in relation to the Notes in respect of the immediately preceding Interest Period. If there has not been a first Interest Payment Date, the Rate of Interest shall be the initial Rate of Interest. Where a different Margin (if any) or Maximum or Minimum Rate of Interest is to be applied to the relevant Interest Period from that which applied to the last preceding Interest Period, the Margin (if any) or Maximum or Minimum Rate of Interest relating to the relevant Interest Period shall be substituted in place of the Margin (if any) or Maximum or Minimum Rate of Interest relating to that last preceding Interest Period. For the avoidance of doubt, this sub-paragraph shall apply to the relevant next succeeding Interest Period only and any subsequent Interest Periods are subject to the subsequent operation of, and to adjustment as provided in, the first paragraph of this Condition 4(b)(iii4.6(A).

Independent Adviser. Notwithstanding Condition 4(b)(ii)(B) and Condition 4(b)(ii)(C), if If a 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 shall use its reasonable endeavours to appoint and consult with an Independent AdviserAdviser (as defined under 5(b)(ii)(C) above), as soon as reasonably practicable, with a view to the Issuer determining determine a Successor Rate, failing which an Alternative Rate (in accordance with Condition 4(b)(iii)(B5A(b)) and, in either case, an Adjustment Spread by no later than five Business Days prior to the Determination Date relating to the next Determination Period for which the Rate of Interest (if anyor any component part thereof) is to be determined by reference to the Original Reference Rate (in accordance with Condition 4(b)(iii)(C)) and any Benchmark Amendments (in accordance with Condition 4(b)(iii)(D)the “IA Determination Cut-off Date”). An Independent Adviser appointed pursuant to this Condition 4(b)(iii) 5A shall act in good faith and in a commercially reasonable manner as an expert and in consultation with the Issuer. In the absence of bad faith or fraudfraud and gross negligence, the Independent Adviser shall have no liability whatsoever to the Issuer, the Paying Agents or Agents, the Noteholders or the Couponholders for any advice given to the Issuer in connection with any determination made by the Issuer it pursuant to this Condition 4(b)(iii). If 5A. If: (i) the Issuer is unable to appoint an Independent Adviser; or (ii) the Issuer Independent Adviser appointed by it fails to determine a Successor Rate or, failing which, an Alternative Rate in accordance with this Condition 4(b)(iii)(A5A(a) prior to the relevant Interest Determination Date, the Rate of Interest applicable to the next succeeding Interest Period shall be equal to the Rate of Interest last determined in relation to the Notes in respect of the immediately preceding Interest Period. If there has not been a first Interest Payment Date, the Rate of Interest shall be the initial Rate of Interest. Where a different Margin (if any) or Maximum or Minimum Rate of Interest is to be applied to the relevant Interest Period from that which applied to the last preceding Interest Period, the Margin (if any) or Maximum or Minimum Rate of Interest relating to the relevant Interest Period shall be substituted in place of the Margin (if any) or Maximum or Minimum Rate of Interest relating to that last preceding Interest Period. For the avoidance of doubt, this sub-paragraph Condition 5A(a) shall apply to the relevant next succeeding Interest Period only and any subsequent Interest Periods are subject to the subsequent operation of, and to adjustment as provided in, this Condition 4(b)(iii5A(a).

Independent Adviser. Notwithstanding Condition 4(b)(ii)(B) and Condition 4(b)(ii)(C), if If a 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 shall use its reasonable endeavours to appoint and consult with an Independent Adviser, as soon as reasonably practicable, with a view to the Issuer determining determine a Successor Rate, failing which an Alternative Rate (in accordance with Condition 4(b)(iii)(B6(c)(ii)) and, in either case, an Adjustment Spread (if any) (in accordance with Condition 4(b)(iii)(C)) and any Benchmark Amendments (in accordance with Condition 4(b)(iii)(D6(c)(iv)). An In making such determination, the Independent Adviser appointed pursuant to this Condition 4(b)(iii6(c) shall act in good faith and in a commercially reasonable manner and in consultation with the Issueras an expert. In the absence of bad faith or fraud, the Independent Adviser shall have no liability whatsoever to the Issuer, the Paying Agents Agents, or the Noteholders or Couponholders for any advice given to the Issuer in connection with any determination made by the Issuer it, pursuant to this Condition 4(b)(iii6(c). If (iA) the Issuer is unable to appoint an Independent Adviser; or (iiB) the Issuer Independent Adviser appointed by it fails to determine a Successor Rate or, failing which, an Alternative Rate in accordance with this Condition 4(b)(iii)(A) 6(c)(i), prior to the relevant Interest Determination Date, the Rate of Interest applicable to the next succeeding Interest Accrual Period shall be equal to the Rate of Interest last determined in relation to the Notes in respect of the immediately preceding Interest Accrual Period. If there has not been a first Interest Payment Date, the Rate of Interest shall be the initial Rate of Interest. Where a different Margin (if any) or Maximum or Minimum Rate of Interest is to be applied to the relevant Interest Accrual Period from that which applied to the last preceding Interest Accrual Period, the Margin (if any) or Maximum or Minimum Rate of Interest relating to the relevant Interest Accrual Period shall be substituted in place of the Margin (if any) or Maximum or Minimum Rate of Interest relating to that last preceding Interest Accrual Period. For the avoidance of doubt, this sub-paragraph shall apply to the relevant next succeeding Interest Accrual Period only and any subsequent Interest Accrual Periods are subject to the subsequent operation of, and to adjustment as provided in, the first paragraph of this Condition 4(b)(iii6(c)(i).

Independent Adviser. Notwithstanding Condition 4(b)(ii)(B) and Condition 4(b)(ii)(C), if If a 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 shall use its reasonable endeavours to appoint and consult with an Independent Adviser, as soon as reasonably practicable, with a view to the Issuer determining determine a Successor Rate, failing which an Alternative Rate (in accordance with Condition 4(b)(iii)(B4.5(B)) and, in either case, an Adjustment Spread (if any) (in accordance with Condition 4(b)(iii)(C)) and any Benchmark Amendments (in accordance with Condition 4(b)(iii)(D4.5(D))) shall apply. An In making such determination, the Independent Adviser appointed pursuant to this Condition 4(b)(iii) 4.5 shall act in good faith and in a commercially reasonable manner as an expert and in consultation with the Issuer. In the absence of bad faith or fraudfraud and gross negligence, the Independent Adviser shall have no liability whatsoever to the Issuer, the Paying Agents or Agents, the Noteholders or the Couponholders for any advice given to the Issuer in connection with any determination made by the Issuer it pursuant to this Condition 4(b)(iii)4.5. If (i) the Issuer is unable to appoint an Independent Adviser; or (ii) the Issuer Independent Adviser appointed by it fails to determine a Successor Rate or, failing which, an Alternative Rate in accordance with this Condition 4(b)(iii)(A4.5(A) prior to the relevant Interest Determination Date, the Rate of Interest applicable to the next succeeding Interest Period shall be equal to the Rate of Interest last determined in relation to the Notes in respect of the immediately preceding Interest Period. If there has not been a first Interest Payment Date, the Rate of Interest shall be the initial Rate of Interest. Where a different Margin (if any) or Maximum or Minimum Rate of Interest is to be applied to the relevant Interest Period from that which applied to the last preceding Interest Period, the Margin (if any) or Maximum or Minimum Rate of Interest relating to the relevant Interest Period shall be substituted in place of the Margin (if any) or Maximum or Minimum Rate of Interest relating to that last preceding Interest Period. For the avoidance of doubt, this sub-paragraph shall apply to the relevant next succeeding Interest Period only and any subsequent Interest Periods are subject to the subsequent operation of, and to adjustment as provided in, the first paragraph of this Condition 4(b)(iii4.5(A).

Independent Adviser. Notwithstanding Condition 4(b)(ii)(B) and Condition 4(b)(ii)(C), if If a Benchmark Event occurs (as may be determined by the Issuer) 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 shall use its reasonable endeavours to appoint and consult with an Independent Adviser, as soon as reasonably practicable, with a view to the Issuer determining determine a Successor Rate, failing which an Alternative Rate (in accordance with Condition 4(b)(iii)(B4.4(b) (Successor Rate or Alternative Rate)) and, in either case, an Adjustment Spread (if any) any (in accordance with Condition 4(b)(iii)(C4.4(c) (Adjustment Spread)) and any Benchmark Amendments (in accordance with Condition 4(b)(iii)(D4.4(d) (Benchmark Amendments)). An Independent Adviser appointed pursuant to this Condition 4(b)(iii4.4(a) shall act in good faith and in a commercially reasonable manner as an expert and in consultation with the Issuer. In the absence of bad faith or fraudfaith, fraud and gross negligence, the Independent Adviser shall have no liability whatsoever to the Issuer, the Paying Agents or Agents, the Noteholders or the Couponholders for any advice given to the Issuer in connection with any determination made by the Issuer it pursuant to this Condition 4(b)(iii)4.4. If (i) the Issuer is unable to appoint an Independent Adviser; or (ii) the Issuer Independent Adviser appointed by it fails to determine a Successor Rate or, failing which, an Alternative Rate in accordance with this Condition 4(b)(iii)(A4.4(a) prior to the relevant Interest Determination Date, the Rate of Interest applicable to the next succeeding Interest Period shall be equal to the Rate of Interest last determined in relation to the Notes in respect of the immediately preceding Interest Period. If there has not been a first Interest Payment Date, the Rate of Interest shall be the initial Rate of Interest. Where a different Margin (if any) or Maximum or Minimum Rate of Interest is to be applied to the relevant Interest Period from that which applied to the last preceding Interest Period, the Margin (if any) or Maximum or Minimum Rate of Interest relating to the relevant Interest Period shall be substituted in place of the Margin (if any) or Maximum or Minimum Rate of Interest relating to that last preceding Interest Period. For the avoidance of doubt, this sub-paragraph Condition 4.4(a) shall apply to the relevant next succeeding Interest Period only and any subsequent Interest Periods are subject to the subsequent operation of, and to adjustment as provided in, this Condition 4(b)(iii4.4(a).

Independent Adviser. Notwithstanding Condition 4(b)(ii)(B) and Condition 4(b)(ii)(C), if a 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 The Issuer shall use its reasonable endeavours to appoint and consult with an Independent Adviser, as soon as reasonably practicable, with a view to the Issuer determining a Successor Rate, failing the Benchmark Replacement which an Alternative will replace such Original Reference Rate for all purposes relating to the Notes in respect of all determinations on such date and for all determinations on all subsequent dates (in accordance subject to any subsequent application of this Condition 4(b)(xi)(B) with Condition 4(b)(iii)(B)) and, in either case, an Adjustment Spread (if any) (in accordance with Condition 4(b)(iii)(C)respect to such Benchmark Replacement) and any Benchmark Amendments Replacement Conforming Changes. Any Benchmark Replacement so determined by the Issuer shall have effect for any subsequent determination of any relevant Rate of Interest (subject to any further application of this Condition 4(b)(xi)(B) with respect to such Benchmark Replacement), subject, if any associated Benchmark Replacement Conforming Changes are required in connection therewith, to such Benchmark Replacement Conforming Changes becoming effective in accordance with Condition 4(b)(iii)(D))the following provisions. An If, notwithstanding the Issuer’s reasonable endeavours, the Issuer is unable to appoint and consult with an Independent Adviser appointed pursuant to this Condition 4(b)(iii) in accordance with the foregoing paragraph, the Issuer shall act nevertheless be entitled, acting in good faith and in a commercially reasonable manner manner, to make any and in consultation with the Issuer. In the absence of bad faith or fraud, the Independent Adviser shall have no liability whatsoever all determinations expressed to the Paying Agents or the Noteholders or Couponholders for any advice given to the Issuer in connection with any determination be made by the Issuer pursuant to this Condition 4(b)(iii4(b)(xi)(B), notwithstanding that such determinations are not made following consultation with an Independent Adviser. If (i) If, however, the Issuer is unable to appoint an Independent Adviser; or (ii) the Issuer fails to determine a Successor Rate or, failing which, an Alternative Rate Benchmark Replacement in accordance with this Condition 4(b)(iii)(A) prior to the relevant Interest Determination Date4(b)(xi)(B), the Rate provisions of Interest applicable to the next succeeding Interest Period Condition 4(b)(xi)(F) below shall be equal to the Rate of Interest last determined in relation to the Notes in respect of the immediately preceding Interest Period. If there has not been a first Interest Payment Date, the Rate of Interest shall be the initial Rate of Interest. Where a different Margin (if any) or Maximum or Minimum Rate of Interest is to be applied to the relevant Interest Period from that which applied to the last preceding Interest Period, the Margin (if any) or Maximum or Minimum Rate of Interest relating to the relevant Interest Period shall be substituted in place of the Margin (if any) or Maximum or Minimum Rate of Interest relating to that last preceding Interest Period. For the avoidance of doubt, this sub-paragraph shall apply to the relevant next succeeding Interest Period only and any subsequent Interest Periods are subject to the subsequent operation of, and to adjustment as provided in, this Condition 4(b)(iii)apply.

Independent Adviser. Notwithstanding Condition 4(b)(ii)(B) and Condition 4(b)(ii)(C)the provisions above, if a Benchmark Event occurs in relation to an Original Reference Rate (in relation to Floating Rate Notes) when any Rate of Interest (or any component part thereof) remains to be determined by reference to such Original Reference Rate, then the Issuer shall notify the Calculation Agent and Noteholders of the occurrence of such Benchmark Event and use its reasonable endeavours to appoint and consult with an Independent Adviser, as soon as reasonably practicable, with a view to the Issuer determining determine a Successor Rate, failing which an Alternative Rate (in accordance with Condition 4(b)(iii)(B6.4(b) (Successor Rate or Alternative Rate)) and, in either case, an Adjustment Spread (if any) (in accordance with Condition 4(b)(iii)(C)) and any Benchmark Amendments (in accordance with Condition 4(b)(iii)(D6.4(d) (Benchmark Amendments))) shall apply. An In making such determination, the Independent Adviser appointed pursuant to this Condition 4(b)(iii6.4 (Benchmark discontinuation) shall act in good faith and in a commercially reasonable manner and in consultation with the Issuer. In the absence of bad faith or fraudfraud and gross negligence, the Independent Adviser shall have no liability whatsoever to the Issuer, the Paying Agents or Agents, the Noteholders or the Couponholders for any advice given to the Issuer in connection with any determination made by the Issuer it pursuant to this Condition 4(b)(iii6.4 (Benchmark discontinuation). If (i) the Issuer is unable to appoint an Independent Adviser; or (ii) the Issuer Independent Adviser appointed by it fails to (x) determine a Successor Rate or, failing which, an Alternative Rate and any related Benchmark Amendments in accordance with this Condition 4(b)(iii)(A6.4(a) (Independent Adviser) and (y) notify the Calculation Agent of such determinations prior to the date that is ten Business Days prior to the relevant Interest Determination Date, the Rate of Interest applicable to the next succeeding Interest Period shall be equal to the Rate of Interest last determined in relation to the Notes in respect of the immediately preceding Interest Period. If there has not been a first Interest Payment Date, the Rate of Interest shall be the initial Rate of InterestInterest which would have been applicable to such Series of Notes for the first Interest Period had the Notes been in issue for a period equal in duration to the scheduled first Interest Payment Date but ending on (and excluding) the Interest Commencement Date. Where a different Margin (if any) or Maximum or Minimum Rate of Interest is to be applied to the relevant Interest Period from that which applied to the last preceding Interest Period, the Margin (if any) or Maximum or Minimum Rate of Interest relating to the relevant Interest Period shall be substituted in place of the Margin (if any) or Maximum or Minimum Rate of Interest relating to that last preceding Interest Period. For the avoidance of doubt, this sub-paragraph shall apply to the relevant next succeeding Interest Period only and any subsequent Interest Periods are subject to the subsequent operation of, and to adjustment as provided in, the first paragraph of this Condition 4(b)(iii6.4(a) (Independent Adviser).

Independent Adviser. Notwithstanding Condition 4(b)(ii)(B) and Condition 4(b)(ii)(C), if If a 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 shall use its reasonable endeavours to appoint and consult with an Independent Adviser, as soon as reasonably practicable, with a view to the Issuer determining determine a Successor Rate, failing which an Alternative Rate (in accordance with Condition 4(b)(iii)(B5(k)(ii)) and, in either case, an Adjustment Spread (if any) (in accordance with Condition 4(b)(iii)(C)) and any Benchmark Amendments (in accordance with Condition 4(b)(iii)(D5(k)(iv)). An In making such determination, the Independent Adviser appointed pursuant to this Condition 4(b)(iii5(k) shall act in good faith and in a commercially reasonable manner and in consultation with the Issueras an expert. In the absence of bad faith or fraud, the Independent Adviser shall have no liability whatsoever to the Issuer, the Paying Agents or Agents, the Noteholders or the Couponholders for any advice given to the Issuer in connection with any determination made by the Issuer it pursuant to this Condition 4(b)(iii5(k). If (i) the Issuer is unable to appoint an Independent Adviser; or (ii) the Issuer Independent Adviser appointed by it fails to determine a Successor Rate or, failing which, an Alternative Rate in accordance with this Condition 4(b)(iii)(A5(k) prior to the date which is 10 business days prior to the relevant Interest Determination Date, the Rate of Interest applicable to the next succeeding Interest Accrual Period shall be equal to the Rate of Interest last determined in relation to the Notes in respect of the immediately preceding Interest Accrual Period. If there has not been a first Interest Payment Date, the Rate of Interest shall be the initial Rate of Interest. Where a different Margin (if any) or Maximum or Minimum Rate of Interest is to be applied to the relevant Interest Accrual Period from that which applied to the last preceding Interest Accrual Period, the Margin (if any) or Maximum or Minimum Rate of Interest relating to the relevant Interest Accrual Period shall be substituted in place of the Margin (if any) or Maximum or Minimum Rate of Interest relating to that last preceding Interest Accrual Period. For the avoidance of doubt, this sub-paragraph shall apply to the relevant next succeeding Interest Accrual Period only and any subsequent Interest Accrual Periods are subject to the subsequent operation of, and to adjustment as provided in, the first paragraph of this Condition 4(b)(iii5(k).

Independent Adviser. Notwithstanding Condition 4(b)(ii)(B) and Condition 4(b)(ii)(C), if If the Issuer or the Guarantor determines a Benchmark Event occurs has occured 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 the Guarantor, as the case may be, shall notify the Agents and Calculation Agent and use its reasonable endeavours to select and appoint and consult with an Independent Adviser, as soon as reasonably practicable, with a view no later than 10 Business Days prior to the Issuer determining next Interest Determination Date, to determine a Successor Rate, failing which an Alternative Rate (in accordance with Condition 4(b)(iii)(B5(e)(ii)) ), and, in either case, an Adjustment Spread (if any) (in accordance with Condition 4(b)(iii)(C)) and any Benchmark Amendments (in accordance with Condition 4(b)(iii)(D5(e)(ii)). An In making such determination, the Independent Adviser appointed pursuant to this Condition 4(b)(iii5(e) shall act in good faith and in a commercially reasonable manner and in consultation with the Issueras an expert. In the absence of bad faith or fraud, the Independent Adviser shall have no liability whatsoever to the relevant Issuer, the Guarantor (in the case of Guaranteed Notes), the Principal Paying Agents Agent, the Paying Agent, the Calculation Agent, the Noteholders, the Receiptholders or the Noteholders or Couponholders for any advice given to the Issuer in connection with any determination made by the Issuer it, pursuant to this Condition 4(b)(iii5(e). If (iA) the Issuer or the Guarantor, as the case may be, is unable to select and appoint an Independent Adviser; or (iiB) the Issuer Independent Adviser appointed by it fails to determine a Successor Rate or, failing which, an Alternative Rate in accordance with this Condition 4(b)(iii)(A5(e) prior to the relevant Interest Determination Date, the Rate of Interest applicable to the next succeeding Interest Period shall be equal to the Rate of Interest last determined in relation to the Notes in respect of the immediately preceding Interest Period. If there has not been a first Interest Payment Date, the Rate of Interest shall be the initial Rate of Interest. Where a different Margin (if any) or Maximum or Minimum Rate of Interest is to be applied to the relevant Interest Period from that which applied to the last preceding Interest Period, the Margin (if any) or Maximum or Minimum Rate of Interest relating to the relevant Interest Period shall be substituted in place of the Margin (if any) or Maximum or Minimum Rate of Interest relating to that last preceding Interest Period. For the avoidance of doubt, this sub-paragraph shall apply to the relevant next succeeding Interest Period only and any subsequent Interest Periods are subject to the subsequent operation of, and to adjustment as provided in, the first paragraph of this Condition 4(b)(iii5(e).

Independent Adviser. Notwithstanding Condition 4(b)(ii)(B‌ (i) and Condition 4(b)(ii)(C), if a 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 The Issuer shall use its reasonable endeavours to appoint and consult with an Independent Adviser, as soon as reasonably practicable, with to determine a view Benchmark Replacement which will replace such Original Reference Rate for all purposes relating to the Issuer determining a Successor Rate, failing which an Alternative Rate Notes in respect of all determinations on such date and for all determinations on all subsequent dates (in accordance subject to any subsequent application of this Condition 3(g)(ii) with Condition 4(b)(iii)(B)) and, in either case, an Adjustment Spread (if any) (in accordance with Condition 4(b)(iii)(C)respect to such Benchmark Replacement) and any Benchmark Amendments (in accordance with Condition 4(b)(iii)(D))Replacement Conforming Changes. An In making such determination, the Independent Adviser appointed pursuant to this Condition 4(b)(iii3(g)(ii) shall act in good faith and in a commercially reasonable manner and in consultation with the Issueras an expert. In the absence of bad faith or fraud, the Independent Adviser shall have no liability whatsoever to the Issuer, the Principal Paying Agents or Agent, the Paying Agents, the Noteholders or the Couponholders for any advice given to the Issuer in connection with any determination made by the Issuer it pursuant to this Condition 4(b)(iii3(g)(ii). . (ii) Any Benchmark Replacement so determined shall have effect for any subsequent determination of any Rate of Interest (subject to any further application of this Condition 3(g)(ii) with respect to such Benchmark Replacement), subject, if any associated Benchmark Replacement Conforming Changes are required in connection therewith, to such Benchmark Replacement Conforming Changes becoming effective in accordance with the following provisions. (iii) If (i) the Issuer is unable to appoint an Independent Adviser; or (ii) the Issuer Independent Adviser appointed by it fails to determine a Successor Rate Benchmark Replacement or, failing which, an Alternative Rate a Benchmark Replacement and any Benchmark Replacement Conforming Changes in accordance with this Condition 4(b)(iii)(A3(g)(ii) prior to the date which is 10 business days prior to the relevant Interest Determination Date, the Rate of Interest applicable to the next succeeding Interest Accrual Period shall be equal to the Rate of Interest last determined in relation to the Notes in respect of the immediately preceding Interest Accrual Period. If there has not been a first Interest Payment Date, the Rate of Interest shall be the initial Rate of Interest. Where a different Margin (if any) or Maximum Rate of Interest or Minimum Rate of Interest is to be applied to the relevant Interest Accrual Period from that which applied to the last preceding Interest Accrual Period, the Margin (if any) or Maximum Rate of Interest or Minimum Rate of Interest relating to the relevant Interest Accrual Period shall be substituted in place of the Margin (if any) or Maximum Rate of Interest or Minimum Rate of Interest relating to that last preceding Interest Accrual Period. For the avoidance of doubt, this sub-paragraph shall apply to the relevant next succeeding Interest Accrual Period only and any subsequent Interest Accrual Periods are subject to the subsequent operation of, and to adjustment as provided in, the first paragraph of this Condition 4(b)(iii3(g)(ii)(A).

Independent Adviser. Notwithstanding the provisions above in Condition 4(b)(ii)(B8 (Floating Rate Note Provisions) and or Condition 4(b)(ii)(C7.2 (Fixed Reset Note Provisions), if a Benchmark Event occurs in relation to an Original Reference Rate at any time when any Rate of Interest (or any component part thereof) or Fixed Reset Rate of Interest (or any component part thereof) remains to be determined by reference to such Original Reference Rate, then the Issuer shall use its reasonable endeavours to appoint and consult with an Independent Adviser, as soon as reasonably practicable, with a view to the Issuer determining determine a Successor Rate, failing which an Alternative Rate (in accordance with Condition 4(b)(iii)(B9.2 (Successor Rate or Alternative Rate)) and, in either case, an Adjustment Spread (if any) any (in accordance with Condition 4(b)(iii)(C9.3 (Adjustment Spread)) and any Benchmark Amendments (in accordance with Condition 4(b)(iii)(D9.4 (Benchmark Amendments)). An Independent Adviser appointed pursuant to this Condition 4(b)(iii) 9 shall act in good faith and in a commercially reasonable manner as an expert and in consultation with the Issuer. In the absence of bad faith or fraudfaith, fraud and gross negligence, the Independent Adviser shall have no liability whatsoever to the Issuer, the Fiscal Agent, the Paying Agents or Agent, the Calculation Agent, the Noteholders or the Couponholders for any advice given to the Issuer in connection with any determination made by the Issuer it pursuant to this Condition 4(b)(iii)9. If (i) the Issuer is unable to appoint and consult with an Independent AdviserAdviser in accordance with the foregoing paragraph; or (ii) the Issuer Independent Adviser appointed by it fails to determine a Successor Rate or, failing which, an Alternative Rate in accordance with this Condition 4(b)(iii)(A) 9.1 prior to the relevant Interest Determination Date or Reset Determination Date, as the Rate of Interest applicable to the next succeeding Interest Period shall be equal to the Rate of Interest last determined in relation to the Notes in respect of the immediately preceding Interest Period. If there has not been a first Interest Payment Datecase may be, the Issuer (acting in good faith and in a commercially reasonable manner) may determine a Successor Rate of Interest shall be or, failing which, an Alternative Rate, provided however that if the initial Issuer is unable or unwilling to determine a Successor Rate of Interest. Where a different Margin (if any) or Maximum or Minimum or, failing which, an Alternative Rate of Interest is to be applied to the relevant Interest Period from that which applied to the last preceding Interest Period, the Margin (if any) or Maximum or Minimum Rate of Interest relating to the relevant Interest Period shall be substituted in place of the Margin (if any) or Maximum or Minimum Rate of Interest relating to that last preceding Interest Period. For the avoidance of doubt, accordance with this sub-paragraph shall apply to the relevant next succeeding Interest Period only and any subsequent Interest Periods are subject to the subsequent operation of, and to adjustment as provided in, this Condition 4(b)(iii).Condition

Independent Adviser. Notwithstanding Condition 4(b)(ii)(B) and Condition 4(b)(ii)(C), if If a 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 shall use its reasonable endeavours to appoint and consult with an Independent AdviserAdviser (as defined under 5(b)(ii)(C) above), as soon as reasonably practicable, with a view to the Issuer determining determine a Successor Rate, failing which an Alternative Rate (in accordance with Condition 4(b)(iii)(B5A(b)) and, in either case, an Adjustment Spread (if any) any (in accordance with Condition 4(b)(iii)(C5A(c)) and any Benchmark Amendments (in accordance with Condition 4(b)(iii)(D5A(d)). An Independent Adviser appointed pursuant to this Condition 4(b)(iii) 5A shall act in good faith and in a commercially reasonable manner as an expert and in consultation with the Issuer. In the absence of bad faith or fraudfraud and gross negligence, the Independent Adviser shall have no liability whatsoever to the Issuer, the Paying Agents or Agents, the Noteholders or the Couponholders for any advice given to the Issuer in connection with any determination made by the Issuer it pursuant to this Condition 4(b)(iii). If 5A. If: (i) the Issuer is unable to appoint an Independent Adviser; or (ii) the Issuer Independent Adviser appointed by it fails to determine a Successor Rate or, failing which, an Alternative Rate in accordance with this Condition 4(b)(iii)(A5A(a) prior to the relevant Interest Determination Date, the Rate of Interest applicable to the next succeeding Interest Period shall be equal to the Rate of Interest last determined in relation to the Notes in respect of the immediately preceding Interest Period. If there has not been a first Interest Payment Date, the Rate of Interest shall be the initial Rate of Interest. Where a different Margin (if any) or Maximum or Minimum Rate of Interest is to be applied to the relevant Interest Period from that which applied to the last preceding Interest Period, the Margin (if any) or Maximum or Minimum Rate of Interest relating to the relevant Interest Period shall be substituted in place of the Margin (if any) or Maximum or Minimum Rate of Interest relating to that last preceding Interest Period. For the avoidance of doubt, this sub-paragraph Condition 5A(a) shall apply to the relevant next succeeding Interest Period only and any subsequent Interest Periods are subject to the subsequent operation of, and to adjustment as provided in, this Condition 4(b)(iii5A(a).

Independent Adviser. Notwithstanding Condition 4(b)(ii)(B) and Condition 4(b)(ii)(C), if If a 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 shall use its reasonable endeavours to appoint and consult with an Independent Adviser, as soon as reasonably practicable, with a view to the Issuer determining determine a Successor Rate, failing which an Alternative Rate (in accordance with Condition 4(b)(iii)(B)5.6.2) and, in either case, an Adjustment Spread (if any) (in accordance with Condition 4(b)(iii)(C)5.6.3) and any Benchmark Amendments (in accordance with Condition 4(b)(iii)(D)5.6.4). An Independent Adviser appointed pursuant to this Condition 4(b)(iii) 5.6 shall act in good faith and in a commercially reasonable manner and in consultation with the Issueras an expert. In the absence of bad faith or fraud, the Independent Adviser shall have no liability whatsoever to the Paying Agents or Issuer, the Trustee, the Agents, the Noteholders or the Couponholders for any advice given to the Issuer in connection with any determination made by the Issuer it, pursuant to this Condition 4(b)(iii)5.6. If (iA) the Issuer is unable to appoint an Independent Adviser; or (iiB) the Issuer Independent Adviser appointed by it fails to determine a Successor Rate or, failing which, an Alternative Rate in accordance with this Condition 4(b)(iii)(A) 5.6 prior to the date which is 5 business days prior to the relevant Interest Determination Date, the Rate of Interest applicable to the next succeeding Interest Period shall be equal to the Rate of Interest last determined in relation to the Notes in respect of the immediately preceding Interest Period. If there has not been a first Interest Payment Date, the Rate of Interest shall be the initial Rate of Interest. Where a different Margin (if any) or Maximum or Minimum Rate of Interest is to be applied to the relevant Interest Period from that which applied to the last preceding Interest Period, the Margin (if any) or Maximum or Minimum Rate of Interest relating to the relevant Interest Period shall be substituted in place of the Margin (if any) or Maximum or Minimum Rate of Interest relating to that last preceding Interest Period. For the avoidance of doubt, this sub-paragraph shall apply to the relevant next succeeding Interest Period only and any subsequent Interest Periods are subject to the subsequent operation of, and to adjustment as provided in, this Condition 4(b)(iii)5.6.1.

Independent Adviser. Notwithstanding Condition 4(b)(ii)(B) and Condition 4(b)(ii)(C), if If a 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 shall use its reasonable endeavours to appoint and consult with an Independent Adviser, as soon as reasonably practicable, with a view to the Issuer determining determine a Successor Rate, failing which an Alternative Rate (in accordance with Condition 4(b)(iii)(B4(b)(viii)(B)) and, in either case, an Adjustment Spread (if any) (in accordance with Condition 4(b)(iii)(C4(b)(viii)(C)) and any Benchmark Amendments (in accordance with Condition 4(b)(iii)(D4(b)(viii)(D)). An In making such determination, the Independent Adviser appointed pursuant to this Condition 4(b)(iii4(b)(viii) shall act in good faith and in a commercially reasonable manner and in consultation with the Issueras an expert. In the absence of bad faith or fraud, the Independent Adviser shall have no liability whatsoever to the Issuer, the Agent, the Paying Agents or Agents, the Noteholders or the Couponholders for any advice given to the Issuer in connection with any determination made by the Issuer it, pursuant to this Condition 4(b)(iii4(b)(viii). If (i) the Issuer is unable to appoint an Independent Adviser; or (ii) the Issuer Independent Adviser appointed by it fails to determine a Successor Rate or, failing which, an Alternative Rate in accordance with this Condition 4(b)(iii)(A4(b)(viii)(A) prior to the date which is 10 business days prior to the relevant Interest Determination Date, the Rate of Interest applicable to the next succeeding Interest Period shall be equal to the Rate of Interest last determined in relation to the Notes in respect of the immediately preceding Interest Period. If there has not been a first Interest Payment Date, the Rate of Interest shall be the initial Rate of Interest. Where a different Margin (if any) or Maximum or Minimum Rate of Interest is to be applied to the relevant Interest Period from that which applied to the last preceding Interest Period, the Margin (if any) or Maximum or Minimum Rate of Interest relating to the relevant Interest Period shall be substituted in place of the Margin (if any) or Maximum or Minimum Rate of Interest relating to that last preceding Interest Period. For the avoidance of doubt, this sub-paragraph shall apply to the relevant next succeeding Interest Period only and any subsequent Interest Periods are subject to the subsequent operation of, and to adjustment as provided in, the first paragraph of this Condition 4(b)(iii4(b)(viii)(A).

Independent Adviser. Notwithstanding Condition 4(b)(ii)(B) and Condition 4(b)(ii)(C), if If a Benchmark Event occurs (as may be determined by the Issuer) 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 shall use its reasonable endeavours to appoint and consult with an Independent Adviser, as soon as reasonably practicable, with a view to the Issuer determining determine a Successor Rate, failing which an Alternative Rate (( in accordance with Condition 4(b)(iii)(B4.4(b) (Successor Rate or Alternative Rate)) and, in either casec ase, an Adjustment Spread (if any) any (in accordance with Condition 4(b)(iii)(C4.4(c) (Adjustment Spread)) and any Benchmark Amendments (in accordance with Condition 4(b)(iii)(D4.4(d) (Benchmark Amendments)). An Independent Adviser appointed pursuant to this Condition 4(b)(iii4.4(a) shall act in good faith and in a commercially reasonable manner as an expert and in consultation with the Issuer. In the absence of bad faith or fraudfaith, fraud and gross negligence, the Independent Adviser shall have no liability whatsoever to the Issuer, the Paying Agents or Agents, the Noteholders or the Couponholders for any advice given to the Issuer in connection with any determination made by the Issuer it pursuant to this Condition 4(b)(iii)4.4. If (i) the Issuer is unable to appoint an Independent Adviser; or (ii) the Issuer Independent Adviser appointed by it fails to determine a Successor Rate or, failing which, an Alternative Rate in accordance with this Condition 4(b)(iii)(A4.4(a) prior to the relevant Interest Determination Date, the Rate of Interest applicable to the next succeeding Interest Period shall be equal to the Rate of Interest last determined in relation to the Notes in respect of the immediately preceding Interest Period. If there has not been a first Interest Payment Date, the Rate of Interest shall be the initial Rate of Interest. Where a different Margin (if any) or Maximum or Minimum Rate of Interest is to be applied to the relevant Interest Period from that which applied to the last preceding Interest Period, the Margin (if any) or Maximum or Minimum Rate of Interest relating to the relevant Interest Period shall be substituted in place of the Margin (if any) or Maximum or Minimum Rate of Interest relating to that last preceding Interest Period. For the avoidance of doubt, this sub-paragraph Condition 4.4(a) shall apply to the relevant next succeeding Interest Period only and any subsequent Interest Periods are subject to the subsequent operation of, and to adjustment as provided in, this Condition 4(b)(iii4.4 (a).

Independent Adviser. Notwithstanding Condition 4(b)(ii)(B) and Condition 4(b)(ii)(C), if If a 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 shall use its reasonable endeavours to appoint and consult with an Independent Adviser, as soon as reasonably practicable, with a view to the Issuer determining determine a Successor Rate, failing which an Alternative Rate (in accordance with Condition 4(b)(iii)(B5(k)(ii)) and, in either case, an Adjustment Spread (if any) (in accordance with Condition 4(b)(iii)(C)) and any Benchmark Amendments (in accordance with Condition 4(b)(iii)(D5(k)(iv)). An In making such determination, the Independent Adviser appointed pursuant to this Condition 4(b)(iii5(k) shall act in good faith and in a commercially reasonable manner and in consultation with the Issueras an expert. In the absence of bad faith or fraud, the Independent Adviser shall have no liability whatsoever to the Issuer, the Paying Agents or Agents, the Noteholders or the Couponholders for any advice given to the Issuer in connection with any determination made by the Issuer it pursuant to this Condition 4(b)(iii5(k). If (i) the Issuer is unable to appoint an Independent Adviser; or (ii) the Issuer Independent Adviser appointed by it fails to determine a Successor Rate or, failing which, an Alternative Rate in accordance with this Condition 4(b)(iii)(A5(k) prior to the relevant Interest Determination Date, the Rate of Interest applicable to the next succeeding Interest Accrual Period shall be equal to the Rate of Interest last determined in relation to the Notes in respect of the immediately preceding Interest Accrual Period. If there has not been a first Interest Payment Date, the Rate of Interest shall be the initial Rate of Interest. Where a different Margin (if any) or Maximum or Minimum Rate of Interest is to be applied to the relevant Interest Accrual Period from that which applied to the last preceding Interest Accrual Period, the Margin (if any) or Maximum or Minimum Rate of Interest relating to the relevant Interest Accrual Period shall be substituted in place of the Margin (if any) or Maximum or Minimum Rate of Interest relating to that last preceding Interest Accrual Period. For the avoidance of doubt, this sub-paragraph shall apply to the relevant next succeeding Interest Accrual Period only and any subsequent Interest Accrual Periods are subject to the subsequent operation of, and to adjustment as provided in, the first paragraph of this Condition 4(b)(iii5(k).

Independent Adviser. Notwithstanding Condition 4(b)(ii)(B) and Condition 4(b)(ii)(C), if If a 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 Rate the Issuer shall use its reasonable endeavours to appoint and consult with an Independent Adviser, as soon as reasonably practicable, with a view to the Issuer determining determine a Successor Rate, failing which an Alternative Rate (in accordance with Condition 4(b)(iii)(B5(j)(ii)) and, in either case, an Adjustment Spread (if any) (in accordance with Condition 4(b)(iii)(C)) and any Benchmark Amendments (in accordance with Condition 4(b)(iii)(D5(j)(iv)). An In making such determination, the Independent Adviser appointed pursuant to this Condition 4(b)(iii5(j) shall act in good faith and in a commercially reasonable manner and in consultation with the Issueras an expert. In the absence of bad faith or fraud, the Independent Adviser shall have no liability whatsoever to the Issuer, the Fiscal Agent, the Paying Agents or Agents, the Noteholders or the Couponholders for any advice given to the Issuer in connection with any determination made by the Issuer it pursuant to this Condition 4(b)(iii5(j). If (i) the Issuer is unable to appoint an Independent Adviser; or (ii) the Issuer Independent Adviser appointed by it fails to determine a Successor Rate or, failing which, an Alternative Rate and/or (in either case) an Adjustment Spread in accordance with this Condition 4(b)(iii)(A5(j)(i) prior to the date which is 10 business days prior to the relevant Interest Determination Date, the Rate of Interest applicable to the next succeeding Interest Accrual Period shall be equal to the Rate of Interest last determined in relation to the Notes in respect of the immediately preceding Interest Accrual Period. If there has not been a first Interest Payment Date, the Rate of Interest shall be the initial Rate of Interest. Where a different Margin (if any) or Maximum or Minimum Rate of Interest is to be applied to the relevant Interest Accrual Period from that which applied to the last preceding Interest Accrual Period, the Margin (if any) or Maximum or Minimum Rate of Interest relating to the relevant Interest Accrual Period shall be substituted in place of the Margin (if any) or Maximum or Minimum Rate of Interest relating to that last preceding Interest Accrual Period. For the avoidance of doubt, this sub-paragraph shall apply to the relevant next succeeding Interest Accrual Period only and any subsequent Interest Accrual Periods are subject to the subsequent operation of, and to adjustment as provided in, the first paragraph of this Condition 4(b)(iii5(j)(i).

Independent Adviser. Notwithstanding Condition 4(b)(ii)(B) and Condition 4(b)(ii)(C), if If a 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 shall use its reasonable endeavours to appoint and consult with an Independent Adviser, as soon as reasonably practicable, with a view to the Issuer determining determine a Successor Rate, failing which an Alternative Rate (in accordance with Condition 4(b)(iii)(B5(c)(ii)) and, in either case, an Adjustment Spread (if any) (in accordance with Condition 4(b)(iii)(C)) and any Benchmark Amendments (in accordance with Condition 4(b)(iii)(D5(c)(iv)). An In making such determination, The Independent Adviser appointed pursuant to this Condition 4(b)(iii5(c) shall act in good faith and in a commercially reasonable manner and in consultation with the Issueras an expert. In the absence of bad faith or fraud, the Independent Adviser shall have no liability whatsoever to the Issuer, the Paying Agents Agents, or the Noteholders or Couponholders for any advice given to the Issuer in connection with any determination made by the Issuer it, pursuant to this Condition 4(b)(iii5(c). If (iA) the Issuer is unable to appoint an Independent Adviser; or (iiB) the Issuer Independent Adviser appointed by it fails to determine a Successor Rate or, failing which, an Alternative Rate in accordance with this Condition 4(b)(iii)(A) 5(c)(i), prior to the relevant Interest Determination Date, the Rate of Interest applicable to the next succeeding Interest Accrual Period shall be equal to the Rate of Interest last determined in relation to the Notes in respect of the immediately preceding Interest Accrual Period. If there has not been a first Interest Payment Date, the Rate of Interest shall be the initial Rate of Interest. Where a different Margin (if any) or Maximum or Minimum Rate of Interest is to be applied to the relevant Interest Accrual Period from that which applied to the last preceding Interest Accrual Period, the Margin (if any) or Maximum or Minimum Rate of Interest relating to the relevant Interest Accrual Period shall be substituted in place of the Margin (if any) or Maximum or Minimum Rate of Interest relating to that last preceding Interest Accrual Period. For the avoidance of doubt, this sub-paragraph shall apply to the relevant next succeeding Interest Accrual Period only and any subsequent Interest Accrual Periods are subject to the subsequent operation of, and to adjustment as provided in, the first paragraph of this Condition 4(b)(iii5(c)(i).

Independent Adviser. Notwithstanding Condition 4(b)(ii)(B) and Condition 4(b)(ii)(C), if a 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 The Issuer shall use its reasonable endeavours to appoint and consult with an Independent Adviser, as soon as reasonably practicable, with a view to the Issuer determining determine a Successor Rate, failing which an Alternative Rate (in accordance with Condition 4(b)(iii)(B4.4(b)) and, in either case, an Adjustment Spread by no later than five Business Days prior to the Determination Date relating to the next Determination Period for which the Rate of Interest (if anyor any component part thereof) is to be determined by reference to the Original Reference Rate (in accordance with Condition 4(b)(iii)(C)) and any Benchmark Amendments (in accordance with Condition 4(b)(iii)(D)the “IA Determination Cut-off Date”). An Independent Adviser appointed pursuant to this Condition 4(b)(iii) 4.4 shall act in good faith and in a commercially reasonable manner as an expert and in consultation with the Issuer. In the absence of bad faith or fraudfraud and gross negligence, the Independent Adviser shall have no liability whatsoever to the Fiscal Agent, the Paying Agents or the Noteholders or Couponholders for any determination made by it and for any advice given to the Issuer in connection with any determination made by the Issuer pursuant to this Condition 4(b)(iii)4.4. If (i) the Issuer is unable to appoint an Independent Adviser; or (ii) the Issuer Independent Adviser appointed by it fails to determine a Successor Rate or, failing which, an Alternative Rate in accordance with this Condition 4(b)(iii)(A4.4(a) and/or (in either case) the applicable Adjustment Spread, prior to the relevant Interest IA Determination DateCut-off Date in accordance with this Condition, the Issuer (acting in good faith and in a commercially reasonable manner) may determine a Successor Rate, failing which an Alternative Rate and, in either case, an Adjustment Spread, by no later than five Business Days prior to the Determination Date relating to the next Determination Period for which the Rate of Interest applicable to the next succeeding Interest Period shall be equal to the Rate of Interest last determined in relation to the Notes in respect of the immediately preceding Interest Period. If there has not been a first Interest Payment Date, the Rate of Interest shall be the initial Rate of Interest. Where a different Margin (if anyor any component part thereof) or Maximum or Minimum Rate of Interest is to be applied determined by reference to the relevant Interest Period from that which applied to the last preceding Interest Period, the Margin (if any) or Maximum or Minimum Rate of Interest relating to the relevant Interest Period shall be substituted in place of the Margin (if any) or Maximum or Minimum Rate of Interest relating to that last preceding Interest PeriodOriginal Reference Rate. For the avoidance of doubt, this sub-paragraph shall apply to the relevant next succeeding Interest Period only and any subsequent Interest Periods are subject to the subsequent operation of, and to adjustment as provided in, the first paragraph of this Condition 4(b)(iii4.4(a).

Independent Adviser. Notwithstanding In the event the Issuer is to consult with an Independent Adviser in connection with any determination to be made by the Issuer pursuant to this Condition 4(b)(ii)(B) and Condition 4(b)(ii)(C4(e), if a 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 shall use its reasonable endeavours to appoint and consult with an Independent Adviser, as soon as reasonably practicable, with a view to for the purposes of any such consultation. If, notwithstanding the Issuer’s reasonable endeavours, the Issuer determining is unable to appoint and consult with an Independent Adviser in accordance with the foregoing paragraph, the Issuer shall nevertheless be entitled, acting in good faith and in a commercially reasonable manner, to make any and all determinations expressed to be made by the Issuer pursuant to this Condition 4(e), notwithstanding that such determinations are not made following consultation with an Independent Adviser. If, however, the Issuer is unable to determine a Successor Rate, failing which Rate or an Alternative Rate and (in accordance with Condition 4(b)(iii)(B)) and, in either case, an ) the applicable Adjustment Spread (if any) (in accordance with Condition 4(b)(iii)(C)) and any Benchmark Amendments (in accordance with this Condition 4(b)(iii)(D4(e)), the relevant fallback provisions set out under Condition 4(b) shall apply. An Independent Adviser appointed pursuant to this Condition 4(b)(iii4(e) shall act in good faith and in a commercially reasonable manner and (in consultation with the Issuer. In the absence of bad faith fraud or fraud, the Independent Adviser wilful default) shall have no liability whatsoever to the Paying Agents Issuer or the Noteholders for any determination made by it or Couponholders for any advice given to the Issuer in connection with any determination made by the Issuer pursuant to this Condition 4(b)(iii)4(e) or otherwise in connection with the Notes. If (i) the Issuer is unable to appoint consults with an Independent Adviser; or (ii) the Issuer fails Adviser as to determine a Successor Rate or, failing which, whether there is an Alternative Rate in accordance with this Condition 4(b)(iii)(A) prior and/or any Adjustment Spread is required to the relevant Interest Determination Date, the Rate of Interest applicable to the next succeeding Interest Period shall be equal to the Rate of Interest last determined applied and/or in relation to the Notes quantum of, or any formula or methodology for determining such Adjustment Spread and/or whether any Benchmark Amendments are necessary and/or in relation to the terms of any such Benchmark Amendments, a written determination of that Independent Adviser in respect thereof shall be conclusive and binding on all parties, save in the case of manifest error, and (in the absence of fraud or wilful default) the Issuer shall have no liability whatsoever to the Noteholders in respect of the immediately preceding Interest Period. If there has not been a first Interest Payment Dateanything done, the Rate of Interest shall be the initial Rate of Interest. Where a different Margin (if any) or Maximum or Minimum Rate of Interest is omitted to be applied to the relevant Interest Period from that which applied to the last preceding Interest Perioddone, the Margin (if any) or Maximum or Minimum Rate of Interest relating to the relevant Interest Period shall be substituted in place of the Margin (if any) or Maximum or Minimum Rate of Interest relating relation to that last preceding Interest Periodmatter in accordance with any such written determination. For No Independent Adviser appointed in connection with the avoidance Notes (acting in such capacity), shall have any relationship of doubt, this sub-paragraph shall apply to agency or trust with the relevant next succeeding Interest Period only and any subsequent Interest Periods are subject to the subsequent operation of, and to adjustment as provided in, this Condition 4(b)(iii)Noteholders.

Independent Adviser. Notwithstanding Condition 4(b)(ii)(B) and Condition 4(b)(ii)(C), if If a 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 the Guarantor, as the case may be, shall use its reasonable endeavours to appoint and consult with an Independent Adviser, as soon as reasonably practicable, with a view to the Issuer determining determine a Successor Rate, failing which an Alternative Rate (in accordance with Condition 4(b)(iii)(B5(j)(ii)) and, in either case, an Adjustment Spread (if any) (in accordance with Condition 4(b)(iii)(C)) and any Benchmark Amendments (in accordance with Condition 4(b)(iii)(D5(j)(iv)). An In making such determination, an Independent Adviser appointed pursuant to this Condition 4(b)(iii5(j) shall act in good faith and in a commercially reasonable manner and in consultation with the Issuermanner. In the absence of bad faith or fraud, the Independent Adviser shall have no liability whatsoever to the Issuer, the Guarantor, the Fiscal Agent, the Paying Agents or Agents, the Noteholders or the Couponholders for any advice given to the Issuer in connection with any determination made by the Issuer it pursuant to this Condition 4(b)(iii5(j). If (iA) the Issuer or the Guarantor, as the case may be, is unable to appoint an Independent Adviser; or (iiB) the Independent Adviser appointed by the Issuer or the Guarantor, as the case may be, fails to determine a Successor Rate or, failing which, an Alternative Rate in accordance with this Condition 4(b)(iii)(A5(j) prior to the date which is 10 business days prior to the relevant Interest Determination Date, the Rate of Interest applicable to the next succeeding Interest Period shall be equal to the Rate of Interest last determined in relation to the Notes in respect of the immediately preceding Interest Period. If there has not been a first Interest Payment Date, the Rate of Interest shall be the initial Rate of Interest. Where a different Margin (if any) or Maximum or Minimum Rate of Interest is to be applied to the relevant Interest Period from that which applied to the last preceding Interest Period, the Margin (if any) or Maximum or Minimum Rate of Interest relating to the relevant Interest Period shall be substituted in place of the Margin (if any) or Maximum or Minimum Rate of Interest relating to that last preceding Interest Period. For the avoidance of doubt, this sub-paragraph shall apply to the relevant next succeeding Interest Period only and any subsequent Interest Periods are subject to the subsequent operation of, and to adjustment as provided in, the first paragraph of this Condition 4(b)(iii5(j). For the purposes of this Condition 5(j)(i) and Condition 5(j)(v) only, “business day” means a day, other than a Saturday or Sunday, on which banks are open for business in the place of the specified office of the Calculation Agent.

Independent Adviser. Notwithstanding Condition 4(b)(ii)(B) and Condition 4(b)(ii)(C), if a 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 The Issuer shall use its reasonable endeavours to appoint and consult with an Independent Adviser, as soon as reasonably practicable, to consult with a view to the Issuer in determining a Successor Rate, failing which an Alternative Rate (in accordance with Condition 4(b)(iii)(B3(d)(ii)) and, in either case, an Adjustment Spread (if any) (in accordance with Condition 4(b)(iii)(C)) and any Benchmark Amendments (in accordance with Condition 4(b)(iii)(D3(d)(iv)). An The Independent Adviser appointed pursuant to this Condition 4(b)(iii3(d)(i) and the Issuer shall act in good faith and in a commercially reasonable manner and in consultation with the Issuermanner. In the absence of bad faith or fraud, the Independent Adviser shall have no liability whatsoever to the Issuer, the Registrar, the Calculation Agent, the Principal Paying Agents Agent, or the Noteholders or Couponholders Noteholders, as applicable, for any determination made by the Issuer and/or for any advice given to the Issuer in connection with any determination made by the Issuer Issuer, pursuant to this Condition 4(b)(iii3(d)(i). If (i) the Issuer is unable to appoint an Independent Adviser; or (ii) the Issuer fails to determine a Successor Rate or, failing which, an Alternative Rate in accordance with this Condition 4(b)(iii)(A3(d)(i) prior to the date which is 10 business days prior to the relevant Interest Determination Date, the Rate of Interest applicable to the next succeeding Interest Period shall be equal to the Rate of Interest last determined in relation to the Notes in respect of the immediately preceding Interest Period. If there has not been a first Interest Payment Date, the Rate of Interest shall be determined using the initial Original Reference Rate of Interestlast displayed on the relevant Screen Page prior to the relevant Interest Determination Date. Where a different Margin (if any) or Maximum Rate of Interest or Minimum Rate of Interest is to be applied to the relevant Interest Period from that which applied to the last preceding Interest Period, the Margin (if any) or Maximum Rate of Interest or Minimum Rate of Interest relating to the relevant Interest Period shall be substituted in place of the Margin (if any) or Maximum Rate of Interest or Minimum Rate of Interest relating to that last preceding Interest Period. For the avoidance of doubt, this sub-paragraph shall apply to the relevant next succeeding Interest Period only and any subsequent Interest Periods are subject to the subsequent operation of, and to adjustment as provided in, the first paragraph of this Condition 4(b)(iii3(d)(i).

Independent Adviser. Notwithstanding Condition 4(b)(ii)(B) and Condition 4(b)(ii)(C), if If a 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 shall use its reasonable endeavours to appoint and consult with an Independent Adviser, as soon as reasonably practicable, with a view to the Issuer determining determine a Successor Rate, failing which an Alternative Rate (in accordance with Condition 4(b)(iii)(B4.5(b)) and, in either case, an Adjustment Spread (if any) (in accordance with Condition 4(b)(iii)(C)) and any Benchmark Amendments (in accordance with Condition 4(b)(iii)(D4.5(d))) shall apply. An In making such determination, the Independent Adviser appointed pursuant to this Condition 4(b)(iii) 4.5 shall act in good faith and in a commercially reasonable manner and in consultation with the Issuer. In the absence of bad faith or fraudfraud and gross negligence, the Independent Adviser shall have no liability whatsoever to the Issuer, the Paying Agents or Agents, the Noteholders or the Couponholders for any advice given to the Issuer in connection with any determination made by the Issuer it pursuant to this Condition 4(b)(iii)4.5. If (i) the Issuer is unable to appoint an Independent Adviser; or (ii) the Issuer Independent Adviser appointed by it fails to determine a Successor Rate or, failing which, an Alternative Rate in accordance with this Condition 4(b)(iii)(A4.5(a) prior to the relevant Interest Determination Date, the Rate of Interest applicable to the next succeeding Interest Period shall be equal to the Rate of Interest last determined in relation to the Notes in respect of the immediately preceding Interest Period. If there has not been a first Interest Payment Date, the Rate of Interest shall be the initial Rate of Interest. Where a different Margin (if any) or Maximum or Minimum Rate of Interest is to be applied to the relevant Interest Period from that which applied to the last preceding Interest Period, the Margin (if any) or Maximum or Minimum Rate of Interest relating to the relevant Interest Period shall be substituted in place of the Margin (if any) or Maximum or Minimum Rate of Interest relating to that last preceding Interest Period. For the avoidance of doubt, this sub-paragraph shall apply to the relevant next succeeding Interest Period only and any subsequent Interest Periods are subject to the subsequent operation of, and to adjustment as provided in, the first paragraph of this Condition 4(b)(iii4.5(a).