Common use of Independent Adviser Clause in Contracts

Independent Adviser. The Issuer shall use 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 that an Alternative Rate (in accordance with Condition 3(d)(ii)(B)) and, in either case, an Adjustment Spread, if any (in accordance with Condition 3(d)(iii) and any Benchmark Amendments (in accordance with Condition 3(d)(iv)). An Independent Adviser appointed pursuant to this Condition 3(d) shall act in good faith as an expert and (in the absence of bad faith or fraud) shall have no liability whatsoever to the Principal Paying Agent, any other party responsible for determining the Rate of Interest specified in the applicable Final Terms, or the Noteholders or Couponholders for any determination made by it or for any advice given to the Issuer in connection with any determination made by the Issuer pursuant to this Condition 3(d).

Independent Adviser. The Issuer shall use 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 that which an Alternative Rate (in accordance with Condition 3(d)(ii)(B3.4(b)(B)) and, in either case, an Adjustment Spread, if any Spread (in accordance with Condition 3(d)(iii3.4(c)) and any Benchmark Amendments (in accordance with Condition 3(d)(iv3.4(d)). An Independent Adviser appointed pursuant to this Condition 3(d) 3.4 shall act in good faith as an expert and in a commercially reasonable manner and (in the absence of bad faith or fraud) shall have no liability whatsoever to the Principal Paying Agent, any other party responsible for determining the Rate of Interest specified in the applicable Final Terms, or the Noteholders Noteholders, the Receiptholders or the Couponholders (as applicable) for any determination made by it or for any advice given to the Issuer in connection with any determination made by the Issuer pursuant to this Condition 3(d)3.4.