Common use of REPLACEMENT REFERENCE RATE Clause in Contracts

REPLACEMENT REFERENCE RATE. 8.1 In the event that a rate of interest payable pursuant to any Transaction Document other than under the Covered Bonds or pursuant to the CBC Account Agreement, is determined by reference to a benchmark and the Issuer determines that a Benchmark Event has occurred, the Issuer will, as soon as reasonably practicable (and in any event prior to the next relevant date on which the interest payable pursuant to such Transaction Document other than under the Covered Bonds or pursuant to the CBC Account Agreement must be determined (the "Interest Determination Date")), appoint a Rate Determination Agent, which may determine in its sole discretion, acting in good faith and in a commercially reasonable manner, a substitute, alternative or successor rate for purposes of determining the relevant Reference Rate on each Interest Determination Date falling on such date or thereafter that is substantially comparable to the Reference Rate that is available or a successor rate that has been recommended or selected by the monetary authority or similar authority (or working group thereof) in the jurisdiction of the applicable currency. If the Rate Determination Agent determines that there is an industry-accepted successor rate, the Rate Determination Agent will use such successor rate to determine the relevant Reference Rate. If the Rate Determination Agent has determined a substitute or successor rate in accordance with the foregoing (such rate, the "Replacement Reference Rate") for purposes of determining the Reference Rate on the relevant Interest Determination Date falling on or after such determination, (A) the Rate Determination Agent will also determine changes (if any) to the business day convention, the definition of business day, the interest determination date, the day count fraction and any method for calculating the Replacement Reference Rate, including any Adjustment Spread, in each case in a manner that is consistent with industry-accepted practices for such Replacement Reference Rate; (B) references to the Reference Rate in any such Transaction Document will be deemed to be references to the relevant Replacement Reference Rate, including any alternative method for determining such rate as described in (A) above (including the Adjustment Spread); (C) the Rate Determination Agent will notify the Issuer of the foregoing as soon as reasonably practicable; and (D) the Issuer will give notice as soon as reasonably practicable to the parties to such Transaction Document specifying the Replacement Reference Rate, as well as the details described in (A) above. 8.2 The determination of the Replacement Reference Rate and the other matters referred to above by the Rate Determination Agent will (in the absence of manifest error) be final and binding on all parties to such Transaction Document. If the Rate Determination Agent is unable to or otherwise does not determine a Replacement Reference Rate or any of the other matters referred to above, then the Replacement Reference Rate will be the same rate as the rate applied in the previous period when the relevant Reference Rate was available (and thus become a fixed rate until a new Replacement Reference Rate is determined).

REPLACEMENT REFERENCE RATE. 8.1 In the event that a rate of interest payable pursuant to any Transaction Document other than under the Covered Bonds or pursuant to the CBC Account Agreement, is determined by reference to a benchmark and the Issuer (or, after the occurrence of an Issuer Event of Default, the CBC) determines that a Benchmark Event has occurred, the Issuer (or, after the occurrence of an Issuer Event of Default, the CBC) will, as soon as reasonably practicable (and in any event prior to the next relevant date on which the interest payable pursuant to such Transaction Document other than under the Covered Bonds or pursuant to the CBC Account Agreement must be determined (the "Interest Determination Date")), appoint a Rate Determination Agentan Independent Adviser, which may determine in its sole discretion, acting in good faith and in a commercially reasonable manner, a substitute, alternative or successor rate for purposes of determining the relevant Reference Rate on each Interest Determination Date falling on such date or thereafter that is substantially comparable to the Reference Rate that is available or a successor rate that has been recommended or selected by the monetary authority or similar authority (or working group thereof) in the jurisdiction of the applicable currency. If the Rate Determination Agent Independent Adviser determines that there is an industry-accepted successor rate, the Rate Determination Agent Independent Adviser will use such successor rate to determine the relevant Reference Rate. If the Rate Determination Agent Independent Adviser has determined a substitute or successor rate in accordance with the foregoing (such rate, the "Replacement Reference Rate") for purposes of determining the Reference Rate on the relevant Interest Determination Date falling on or after such determination, (A) the Rate Determination Agent Independent Adviser will also determine changes (if any) to the business day convention, the definition of business day, the interest determination date, the day count fraction and any method for calculating the Replacement Reference Rate, including any Adjustment Spread, in each case in a manner that is consistent with industry-accepted practices for such Replacement Reference Rate; (B) references to the Reference Rate in any such Transaction Document will be deemed to be references to the relevant Replacement Reference Rate, including any alternative method for determining such rate as described in (A) above (including the Adjustment Spread); (C) the Rate Determination Agent Independent Adviser will notify the Issuer (or, after the occurrence of an Issuer Event of Default, the CBC) of the foregoing as soon as reasonably practicable; and (D) the Issuer (or, after the occurrence of an Issuer Event of Default, the CBC) will give notice as soon as reasonably practicable to the parties to such Transaction Document specifying the Replacement Reference Rate, as well as the details described in (A) above. 8.2 The determination of the Replacement Reference Rate and the other matters referred to above by the Rate Determination Agent Independent Adviser will (in the absence of manifest error) be final and binding on all parties to such Transaction Document. If the Rate Determination Agent Independent Adviser is unable to or otherwise does not determine a Replacement Reference Rate or any of the other matters referred to above, then the Replacement Reference Rate will be the same rate as the rate applied in the previous period when the relevant Reference Rate was available (and thus become becomes a fixed rate until a new Replacement Reference Rate is determined).

REPLACEMENT REFERENCE RATE. 8.1 In the event that a rate of interest payable pursuant to 4.1 Notwithstanding any Transaction Document other than under the Covered Bonds provisions in this Agreement or pursuant to the CBC Account AgreementBank Fee Letter, is determined by reference to a benchmark and if the Issuer CBC Account Bank or the CBC determines at any time that a Benchmark Event has occurred, the Issuer will, as soon as reasonably practicable (and occurred in respect of any event prior floating reference rate applied in respect of any CBC Transaction Account to the next relevant date on which the determine any amount of interest payable pursuant to such Transaction Document other than under (the Covered Bonds or pursuant to ''Floating Reference Rate''), the CBC Account Agreement must be determined Bank and the CBC, may appoint (subject to Clause 4.3 below and the Benchmarks Regulation Requirements) a rate determination agent (the "Interest Determination Date")), appoint a ''Rate Determination Agent, '') which may will determine in its sole discretion, acting in good faith and in faith, whether: (a) a commercially reasonable manner, a substitute, alternative substitute or successor rate for purposes of determining the relevant Floating Reference Rate on each Interest Determination Date falling on such date or thereafter that is substantially comparable to the relevant Floating Reference Rate that is available or available; or (b) a successor rate that has been recommended or selected by the monetary authority or similar authority (or working group thereof) in the jurisdiction of the applicable currency, or widely recognised industry association or body, is available. If the Rate Determination Agent determines that there is an industry-industry- accepted substitute or successor rate, the Rate Determination Agent will use such substitute or successor rate to determine the relevant Floating Reference Rate. . 4.2 If the Rate Determination Agent has determined a substitute or successor rate in accordance with the foregoing (such rate, the "''Replacement Reference Rate"'') for purposes of determining the Floating Reference Rate on the relevant Interest Determination Date falling on or after such determination, Rate: (Aa) the Rate Determination Agent will also determine changes (if any) to the business day convention, the definition of business dayBusiness Day (or similar), the interest determination date, the day count fraction and any method for calculating the Replacement Reference Rate, including any Adjustment Spreadadjustment factor needed to make such Replacement Reference Rate comparable to the relevant Floating Reference Rate, in each case in a manner that it considers is consistent with industry-accepted practices for such Replacement Reference Rate; ; (Bb) references to the Floating Reference Rate in any such Transaction Document this Agreement will be deemed to be references to the relevant Replacement Reference Rate, including any alternative method for determining such rate as described in paragraph (Aa) above above; (including the Adjustment Spread); (Cc) the Rate Determination Agent will notify the Issuer CBC Account Bank and the CBC of the foregoing as soon as reasonably practicable; and and (Dd) the Issuer CBC will promptly (1) give notice as soon as reasonably practicable to the parties to such Transaction Document specifying Security Trustee and the Replacement Reference Rate, as well as the details described in (A) above. 8.2 The determination Administrator of the Replacement Reference Rate and other relevant changes and details as described in paragraph (a) above and (2) procure that a notice of giving details of the Replacement Reference Rate and other matters referred changes and details described in paragraph (a) above be given in accordance with the terms of the relevant Transaction Documents. 4.3 The Rate Determination Agent will (1) be (a) a major bank or broker-dealer in the principal financial centre of the specified currency as appointed by the CBC Account Bank or the CBC, as the case may be, or (b) if so requested by the CBC, the CBC Account Bank and (2) if required, have the necessary licence or registration to above by act as such Rate Determination Agent in accordance with applicable laws (including, without limitation, the Benchmarks Regulation). 4.4 If the CBC Account Bank and the CBC are unable to appoint a Rate Determination Agent or the Rate Determination Agent is unable to or otherwise does not determine a Replacement Reference Rate, then the relevant Floating Reference Rate will remain the rate last determined. 4.5 As used in this Clause 4, a ''Benchmark Event'' means any of the following events: (a) the relevant Floating Reference Rate has ceased to be published on the relevant screen page as a result of such benchmark ceasing to be calculated or administered; or (b) the administrator of the relevant Floating Reference Rate not being or ceasing to be included in the register maintained by ESMA pursuant to Article 36 of the Benchmarks Regulation on the due date of such registration or at any time thereafter; or (c) a public statement by the administrator of the relevant Floating Reference Rate that (in circumstances where no successor administrator has been or will be appointed that will continue publication of such Reference Rate) it has ceased publishing such Floating Reference Rate permanently or indefinitely or that it will cease to do so by a specified future date (the ''Specified Future Date''); or (d) a public statement by the supervisor of the administrator of the relevant Floating Reference Rate that such Floating Reference Rate has been or will, by a Specified Future Date, be permanently or indefinitely discontinued; or (e) a public statement by the supervisor of the administrator of the relevant Floating Reference Rate that means that such Floating Reference Rate will, by a Specified Future Date, be prohibited from being used or that its use will be subject to restrictions or adverse consequences, either generally or in respect of the CBC Accounts; or (f) a public statement by the supervisor of the administrator of the relevant Floating Reference Rate that, in the view of such supervisor, (i) such Floating Reference Rate is no longer representative of an underlying market or (ii) the methodology to calculate such Floating Reference Rate has materially changed; or (g) it has or will, by a specified date within the following six months, become unlawful for the CBC Account Bank to calculate any payments due to be made to the CBC using the relevant Floating Reference Rate (including, without limitation, under the Benchmarks Regulation, if applicable). 4.6 The determination of an applicable Replacement Reference Rate or amount of interest in accordance with this Clause 4 will (in the absence of manifest error) be final and binding on all parties and no liability to any such Transaction Document. If person will attach to the CBC Account Bank or the Rate Determination Agent is unable to in connection with the exercise or otherwise does not determine a Replacement Reference Rate or any non-exercise by it of the other matters referred to aboveits powers, then the Replacement Reference Rate will be the same rate as the rate applied in the previous period when the relevant Reference Rate was available (duties and thus become a fixed rate until a new Replacement Reference Rate is determined)discretions for such purposes.

REPLACEMENT REFERENCE RATE. 8.1 In the event that a rate of interest payable pursuant to any Transaction Document other than under the Covered Bonds or pursuant to the CBC Account Agreement, is determined by reference to a benchmark and the Issuer (or, after the occurrence of an Issuer Event of Default, the CBC) determines that a Benchmark Event has occurred, the Issuer (or, after the occurrence of an Issuer Event of Default, the CBC) will, as soon as reasonably practicable (and in any event prior to the next relevant date on which the interest payable pursuant to such Transaction Document other than under the Covered Bonds or pursuant to the CBC Account Agreement must be determined (the "Interest Determination Date")), appoint a Rate Determination Agent, which may determine in its sole discretion, acting in good faith and in a commercially reasonable manner, a substitute, alternative or successor rate for purposes of determining the relevant Reference Rate on each Interest Determination Date falling on such date or thereafter that is substantially comparable to the Reference Rate that is available or a successor rate that has been recommended or selected by the monetary authority or similar authority (or working group thereof) in the jurisdiction of the applicable currency. If the Rate Determination Agent determines that there is an industry-accepted successor rate, the Rate Determination Agent will use such successor rate to determine the relevant Reference Rate. If the Rate Determination Agent has determined a substitute or successor rate in accordance with the foregoing (such rate, the "Replacement Reference Rate") for purposes of determining the Reference Rate on the relevant Interest Determination Date falling on or after such determination, (A) the Rate Determination Agent will also determine changes (if any) to the business day convention, the definition of business day, the interest determination date, the day count fraction and any method for calculating the Replacement Reference Rate, including any Adjustment Spread, in each case in a manner that is consistent with industry-accepted practices for such Replacement Reference Rate; (B) references to the Reference Rate in any such Transaction Document will be deemed to be references to the relevant Replacement Reference Rate, including any alternative method for determining such rate as described in (A) above (including the Adjustment Spread); (C) the Rate Determination Agent will notify the Issuer (or, after the occurrence of an Issuer Event of Default, the CBC) of the foregoing as soon as reasonably practicable; and (D) the Issuer will give notice as soon as reasonably practicable to the parties to such Transaction Document specifying the Replacement Reference Rate, as well as the details described in (A) above. 8.2 The determination of the Replacement Reference Rate and the other matters referred to above by the Rate Determination Agent will (in the absence of manifest error) be final and binding on all parties to such Transaction Document. If the Rate Determination Agent is unable to or otherwise does not determine a Replacement Reference Rate or any of the other matters referred to above, then the Replacement Reference Rate will be the same rate as the rate applied in the previous period when the relevant Reference Rate was available (and thus become a fixed rate until a new Replacement Reference Rate is determined).and

REPLACEMENT REFERENCE RATE. 8.1 In the event that a rate of interest payable pursuant to any Transaction Document other than under the Covered Bonds or pursuant to the CBC Account Agreement, is determined by reference to a benchmark and the Issuer (or, after the occurrence of an Issuer Event of Default, the CBC) determines that a Benchmark Event has occurred, the Issuer (or, after the occurrence of an Issuer Event of Default, the CBC) will, as soon as reasonably practicable (and in any event prior to the next relevant date on which the interest payable pursuant to such Transaction Document other than under the Covered Bonds or pursuant to the CBC Account Agreement must be determined (the "''Interest Determination Date")''), appoint a Rate Determination Agentan Independent Adviser, which may determine in its sole discretion, acting in good faith and in a commercially reasonable manner, a substitute, alternative or successor rate for purposes of determining the relevant Reference Rate on each Interest Determination Date falling on such date or thereafter that is substantially comparable to the Reference Rate that is available or a successor rate that has been recommended or selected by the monetary authority or similar authority (or working group thereof) in the jurisdiction of the applicable currency. If the Rate Determination Agent Independent Adviser determines that there is an industry-accepted successor rate, the Rate Determination Agent Independent Adviser will use such successor rate to determine the relevant Reference Rate. If the Rate Determination Agent Independent Adviser has determined a substitute or successor rate in accordance with the foregoing (such rate, the "''Replacement Reference Rate"'') for purposes of determining the Reference Rate on the relevant Interest Determination Date falling on or after such determination, (A) the Rate Determination Agent Independent Adviser will also determine changes (if any) to the business day convention, the definition of business day, the interest determination date, the day count fraction and any method for calculating the Replacement Reference Rate, including any Adjustment Spread, in each case in a manner that is consistent with industry-accepted practices for such Replacement Reference Rate; (B) references to the Reference Rate in any such Transaction Document will be deemed to be references to the relevant Replacement Reference Rate, including any alternative method for determining such rate as described in (A) above (including the Adjustment Spread); (C) the Rate Determination Agent Independent Adviser will notify the Issuer (or, after the occurrence of an Issuer Event of Default, the CBC) of the foregoing as soon as reasonably practicable; and (D) the Issuer (or, after the occurrence of an Issuer Event of Default, the CBC) will give notice as soon as reasonably practicable to the parties to such Transaction Document specifying the Replacement Reference Rate, as well as the details described in (A) above. 8.2 The determination of the Replacement Reference Rate and the other matters referred to above by the Rate Determination Agent Independent Adviser will (in the absence of manifest error) be final and binding on all parties to such Transaction Document. If the Rate Determination Agent Independent Adviser is unable to or otherwise does not determine a Replacement Reference Rate or any of the other matters referred to above, then the Replacement Reference Rate will be the same rate as the rate applied in the previous period when the relevant Reference Rate was available (and thus become becomes a fixed rate until a new Replacement Reference Rate is determined).

REPLACEMENT REFERENCE RATE. 8.1 In the event that a rate of interest payable pursuant to any Transaction Document other than under the Covered Bonds or pursuant to the CBC Account Agreement, is determined by reference to a benchmark and the Issuer (or, after the occurrence of an Issuer Event of Default, the CBC) determines that a Benchmark Event has occurred, the Issuer (or, after the occurrence of an Issuer Event of Default, the CBC) will, as soon as reasonably practicable (and in any event prior to the next relevant date on which the interest payable pursuant to such Transaction Document other than under the Covered Bonds or pursuant to the CBC Account Agreement must be determined (the "Interest Determination Date")), appoint a an agent ("Rate Determination Agent"), which may determine in its sole discretion, acting in good faith and in a commercially reasonable manner, a substitute, alternative or successor rate for purposes of determining the relevant Reference Rate on each Interest Determination Date falling on such date or thereafter that is substantially comparable to the Reference Rate that is available or a successor rate that has been recommended or selected by the monetary authority or similar authority (or working group thereof) in the jurisdiction of the applicable currency. If the Rate Determination Agent determines that there is an industry-accepted successor rate, the Rate Determination Agent will use such successor rate to determine the relevant Reference Rate. If the Rate Determination Agent has determined a substitute or successor rate in accordance with the foregoing (such rate, the "Replacement Reference Rate") for purposes of determining the Reference Rate on the relevant Interest Determination Date falling on or after such determination, (A) the Rate Determination Agent will also determine changes (if any) to the business day convention, the definition of business day, the interest determination date, the day count fraction and any method for calculating the Replacement Reference Rate, including any Adjustment Spread, in each case in a manner that is consistent with industry-accepted practices for such Replacement Reference Rate; (B) references to the Reference Rate in any such Transaction Document will be deemed to be references to the relevant Replacement Reference Rate, including any alternative method for determining such rate as described in (A) above (including the Adjustment Spread); (C) the Rate Determination Agent will notify the Issuer (or, after the occurrence of an Issuer Event of Default, the CBC) of the foregoing as soon as reasonably practicable; and (D) the Issuer (or, after the occurrence of an Issuer Event of Default, the CBC) will give notice as soon as reasonably practicable to the parties to such Transaction Document specifying the Replacement Reference Rate, as well as the details described in (A) above. 8.2 The determination of the Replacement Reference Rate and the other matters referred to above by the Rate Determination Agent will (in the absence of manifest error) be final and binding on all parties to such Transaction Document. . 8.3 If the Rate Determination Agent is unable to or otherwise does not determine a Replacement Reference Rate or any of the other matters referred to above, then the Replacement Reference Rate will be the same rate as the rate applied in the previous period when the relevant Reference Rate was available (and thus become becomes a fixed rate until a new Replacement Reference Rate is determined).

REPLACEMENT REFERENCE RATE. 8.1 In the event that a rate of interest payable pursuant to any Transaction Document other than under the Covered Bonds or pursuant to the CBC Account AgreementBonds, is determined by reference to a benchmark (the "Reference Rate") and the Issuer (or, after the occurrence of an Issuer Event of Default, the CBC) determines that a Benchmark Event has occurred, the Issuer (or, after the occurrence of an Issuer Event of Default, the CBC) will, as soon as reasonably practicable (and in any event prior to the next relevant date on which the interest payable pursuant to such Transaction Document other than under the Covered Bonds or pursuant to the CBC Account Agreement must be determined (the "Interest Determination Date")), appoint a Rate Determination Agent, which may determine in its sole discretion, acting in good faith and in a commercially reasonable manner, whether a substitute, alternative or successor rate for purposes of determining the relevant Reference Rate on each Interest Determination Date falling on such date or thereafter that is substantially comparable to the Reference Rate that is available or a successor rate that has been recommended or selected by the monetary authority or similar authority (or working group thereof) in the jurisdiction of the applicable currency. If the Rate Determination Agent determines that there is an industry-accepted successor rate, the Rate Determination Agent will use such successor rate to determine the relevant Reference Rate. If the Rate Determination Agent has determined a substitute substitute, alternative or successor rate in accordance with the foregoing (such rate, the "Replacement Reference Rate") for purposes of determining the Reference Rate on the relevant Interest Determination Date falling on or after such determination, (A) the Rate Determination Agent will also determine changes (if any) to the business day convention, the definition of business day, the interest determination date, the day count fraction and any method for calculating the Replacement Reference Rate, including any Adjustment Spread, in each case in a manner that is consistent with industry-accepted practices for such Replacement Reference Rate; (B) references to the Reference Rate in any such Transaction Document will be deemed to be references to the relevant Replacement Reference Rate, including any alternative method for determining such rate as described in (A) above (including the Adjustment Spread); (C) the Rate Determination Agent will notify the Issuer (or, after the occurrence of an Issuer Event of Default, the CBC) of the foregoing as soon as reasonably practicable; and (D) the Issuer (or, after the occurrence of an Issuer Event of Default, the CBC) will give notice as soon as reasonably practicable to the parties to such Transaction Document specifying the Replacement Reference Rate, as well as the details described in (A) above. 8.2 The party responsible for calculating the Reference Rate pursuant to the relevant Transaction Document will remain the party responsible for calculating the Reference Rate by making use of the Replacement Reference Rate and the other matters referred to in Clause 8.1. 8.3 The determination of the Replacement Reference Rate and the other matters referred to above by the Rate Determination Agent will (in the absence of manifest error) be final and binding on all parties to such Transaction Document. . 8.4 If the Rate Determination Agent is unable to or otherwise does not determine a Replacement Reference Rate or any of the other matters referred to above, then the Replacement Reference Rate will be the same rate as the rate applied in the previous period when the relevant Reference Rate was available (and thus become becomes a fixed rate until a new Replacement Reference Rate is determined).

REPLACEMENT REFERENCE RATE. 8.1 In the event that a rate of interest payable pursuant to any Transaction Document other than under the Covered Bonds or pursuant to the CBC Account Agreement, is determined by reference to a benchmark (the "Reference Rate") and the Issuer (or, after the occurrence of an Issuer Event of Default, the CBC) determines that a Benchmark Event has occurred, the Issuer (or, after the occurrence of an Issuer Event of Default, the CBC) will, as soon as reasonably practicable (and in any event prior to the next relevant date on which the interest payable pursuant to such Transaction Document other than under the Covered Bonds or pursuant to the CBC Account Agreement must be determined (the "Interest Determination Date")), appoint a Rate Determination Agent, which may determine in its sole discretion, acting in good faith and in a commercially reasonable manner, whether a substitute, alternative or successor rate for purposes of determining the relevant Reference Rate on each Interest Determination Date falling on such date or thereafter that is substantially comparable to the Reference Rate that is available or a successor rate that has been recommended or selected by the monetary authority or similar authority (or working group thereof) in the jurisdiction of the applicable currency. If the Rate Determination Agent determines that there is an industry-accepted successor rate, the Rate Determination Agent will use such successor rate to determine the relevant Reference Rate. If the Rate Determination Agent has determined a substitute substitute, alternative or successor rate in accordance with the foregoing (such rate, the "Replacement Reference Rate") for purposes of determining the Reference Rate on the relevant Interest Determination Date falling on or after such determination, , (A) the Rate Determination Agent will also determine changes (if any) to the business day convention, the definition of business day, the interest determination date, the day count fraction and any method for calculating the Replacement Reference Rate, including any Adjustment Spread, in each case in a manner that is consistent with industry-accepted practices for such Replacement Reference Rate; (B) references to the Reference Rate in any such Transaction Document will be deemed to be references to the relevant Replacement Reference Rate, including any alternative method for determining such rate as described in (A) above (including the Adjustment Spread); (C) the Rate Determination Agent will notify the Issuer (or, after the occurrence of an Issuer Event of Default, the CBC) of the foregoing as soon as reasonably practicable; and (D) the Issuer (or, after the occurrence of an Issuer Event of Default, the CBC) will give notice as soon as reasonably practicable to the parties to such Transaction Document specifying the Replacement Reference Rate, as well as the details described in (A) above. 8.2 The party responsible for calculating the Reference Rate pursuant to the relevant Transaction Document will remain the party responsible for calculating the Reference Rate by making use of the Replacement Reference Rate and the other matters referred to in Clause 8.1. 8.3 The determination of the Replacement Reference Rate and the other matters referred to above by the Rate Determination Agent will (in the absence of manifest error) be final and binding on all parties to such Transaction Document. . 8.4 If the Rate Determination Agent is unable to or otherwise does not determine a Replacement Reference Rate or any of the other matters referred to above, then the Replacement Reference Rate will be the same rate as the rate applied in the previous period when the relevant Reference Rate was available (and thus become becomes a fixed rate until a new Replacement Reference Rate is determined).

REPLACEMENT REFERENCE RATE. 8.1 In the event In the event that a rate of interest payable pursuant to any Transaction Document other than under the Covered Bonds or pursuant to the CBC Account Agreement, is determined by reference to a benchmark and the Issuer (or, after the occurrence of an Issuer Event of Default, the CBC) determines that a Benchmark Event has occurred, the Issuer (or, after the occurrence of an Issuer Event of Default, the CBC) will, as soon as reasonably practicable (and in any event prior to the next relevant date on which the interest payable pursuant to such Transaction Document other than under the Covered Bonds or pursuant to the CBC Account Agreement must be determined (the "''Interest Determination Date")''), appoint a Rate Determination Agentan Independent Adviser, which may determine in its sole discretion, acting in good faith and in a commercially reasonable manner, a substitute, alternative or successor rate for purposes of determining the relevant Reference Rate on each Interest Determination Date falling on such date or thereafter that is substantially comparable to the Reference Rate that is available or a successor rate that has been recommended or selected by the monetary authority or similar authority (or working group thereof) in the jurisdiction of the applicable currency. If the Rate Determination Agent Independent Adviser determines that there is an industry-accepted successor rate, the Rate Determination Agent Independent Adviser will use such successor rate to determine the relevant Reference Rate. If the Rate Determination Agent Independent Adviser has determined a substitute or successor rate in accordance with the foregoing (such rate, the "''Replacement Reference Rate"'') for purposes of determining the Reference Rate on the relevant Interest Determination Date falling on or after such determination, (A) the Rate Determination Agent Independent Adviser will also determine changes (if any) to the business day convention, the definition of business day, the interest determination date, the day count fraction and any method for calculating the Replacement Reference Rate, including any Adjustment Spread, in each case in a manner that is consistent with industry-accepted practices for such Replacement Reference Rate; (B) references to the Reference Rate in any such Transaction Document will be deemed to be references to the relevant Replacement Reference Rate, including any alternative method for determining such rate as described in (A) above (including the Adjustment Spread); (C) the Rate Determination Agent Independent Adviser will notify the Issuer (or, after the occurrence of an Issuer Event of Default, the CBC) of the foregoing as soon as reasonably practicable; and (D) the Issuer (or, after the occurrence of an Issuer Event of Default, the CBC) will give notice as soon as reasonably practicable to the parties to such Transaction Document specifying the Replacement Reference Rate, as well as the details described in (A) above. 8.2 The determination of the Replacement Reference Rate and the other matters referred to above by the Rate Determination Agent Independent Adviser will (in the absence of manifest error) be final and binding on all parties to such Transaction Document. If the Rate Determination Agent Independent Adviser is unable to or otherwise does not determine a Replacement Reference Rate or any of the other matters referred to above, then the Replacement Reference Rate will be the same rate as the rate applied in the previous period when the relevant Reference Rate was available (and thus become becomes a fixed rate until a new Replacement Reference Rate is determined).

REPLACEMENT REFERENCE RATE. ‌ 8.1 In the event that a rate of interest payable pursuant to any Transaction Document other than under the or any Covered Bonds or pursuant to the CBC Account Agreement, Bond is determined by reference to a benchmark (the "Reference Rate") and if the Principal Paying Agent or the Issuer determines that a Benchmark Event (as defined in Condition 5(B)(ii)(d) (Replacement Reference Rate Determination for Discontinued Reference Rate)) has occurred, the Issuer will, as soon as reasonably practicable (and in any event prior to the next relevant date on which the interest payable pursuant to such a Transaction Document other than under the or Covered Bonds or pursuant to the CBC Account Agreement Bond must be determined (the "Interest Determination Date")), appoint a an agent ("Rate Determination Agent"), which may determine in its sole discretion, acting in good faith and in a commercially reasonable manner, whether a substitute, alternative or successor rate for purposes of determining the relevant Reference Rate on each Interest Determination Date falling on such date or thereafter that is substantially comparable to the Reference Rate that is available or a successor rate that has been recommended or selected by the monetary authority or similar authority (or working group thereof) in the jurisdiction of the applicable currency. If the Rate Determination Agent determines that there is an industry-accepted successor rate, the Rate Determination Agent will use such successor rate to determine the relevant Reference Rate. If the Rate Determination Agent has determined a substitute substitute, alternative or successor rate in accordance with the foregoing (such rate, the "Replacement Reference Rate") for purposes of determining the Reference Rate on the relevant Interest Determination Date falling on or after such determination, (A) the Rate Determination Agent will also determine changes (if any) to the business day convention, the definition of business day, the interest determination date, the day count fraction and any method for calculating the Replacement Reference Rate, including any Adjustment Spread, in each case in a manner that is consistent with industry-accepted practices for such Replacement Reference Rate; (B) references to the Reference Rate in any such Transaction Document will be deemed to be references to the relevant Replacement Reference Rate, including any alternative method for determining such rate as described in (A) above (including the Adjustment Spread); (C) the Rate Determination Agent will notify the Issuer of the foregoing as soon as reasonably practicable; and (D) the Issuer will give notice as soon as reasonably practicable to the parties to such Transaction Document specifying the Replacement Reference Rate, as well as the details described in (A) above. 8.2 The party responsible for calculating the interest rate pursuant to the relevant Transaction Document will remain the party responsible for calculating the interest rate by making use of the Replacement Reference Rate and the other matters referred to in Clause 8.1. 8.3 The determination of the Replacement Reference Rate and the other matters referred to above by the Rate Determination Agent will (in the absence of manifest error) be final and binding on all parties to such Transaction Document. Document and each party to such Transaction Document shall be deemed to have accepted the Replacement Reference Rate or such other changes pursuant to this Clause 8. 8.4 If it is not possible to appoint a Rate Determination Agent, or the Rate Determination Agent is unable to or otherwise does not determine a substitute Replacement Reference Rate or any of the other matters referred to aboveRate, then the Replacement Reference Rate will remain unchanged. 8.5 The Rate Determination Agent will be (A) a major bank or broker-dealer in a principal financial centre of the same rate European Union or the United Kingdom as appointed by the rate applied in Issuer; or (B), if it is not reasonably practicable to appoint a party as referred to under (A), the previous period when the relevant Reference Rate was available (and thus become a fixed rate until a new Replacement Reference Rate is determined)Issuer.

REPLACEMENT REFERENCE RATE. ‌ 8.1 In the event that a rate of interest payable pursuant to any Transaction Document other than under the Covered Bonds or pursuant to the CBC Account Agreement, is determined by reference to a benchmark and the Issuer (or, after the occurrence of an Issuer Event of Default, the CBC) determines that a Benchmark Event has occurred, the Issuer (or, after the occurrence of an Issuer Event of Default, the CBC) will, as soon as reasonably practicable (and in any event prior to the next relevant date on which the interest payable pursuant to such Transaction Document other than under the Covered Bonds or pursuant to the CBC Account Agreement must be determined (the "Interest Determination Date")), appoint a an agent ("Rate Determination Agent"), which may determine in its sole discretion, acting in good faith and in a commercially reasonable manner, a substitute, alternative or successor rate for purposes of determining the relevant Reference Rate on each Interest Determination Date falling on such date or thereafter that is substantially comparable to the Reference Rate that is available or a successor rate that has been recommended or selected by the monetary authority or similar authority (or working group thereof) in the jurisdiction of the applicable currency. If the Rate Determination Agent determines that there is an industry-accepted successor rate, the Rate Determination Agent will use such successor rate to determine the relevant Reference Rate. If the Rate Determination Agent has determined a substitute or successor rate in accordance with the foregoing (such rate, the "Replacement Reference Rate") for purposes of determining the Reference Rate on the relevant Interest Determination Date falling on or after such determination, (A) the Rate Determination Agent will also determine changes (if any) to the business day convention, the definition of business day, the interest determination date, the day count fraction and any method for calculating the Replacement Reference Rate, including any Adjustment Spread, in each case in a manner that is consistent with industry-accepted practices for such Replacement Reference Rate; (B) references to the Reference Rate in any such Transaction Document will be deemed to be references to the relevant Replacement Reference Rate, including any alternative method for determining such rate as described in (A) above (including the Adjustment Spread); (C) the Rate Determination Agent will notify the Issuer (or, after the occurrence of an Issuer Event of Default, the CBC) of the foregoing as soon as reasonably practicable; and (D) the Issuer (or, after the occurrence of an Issuer Event of Default, the CBC) will give notice as soon as reasonably practicable to the parties to such Transaction Document specifying the Replacement Reference Rate, as well as the details described in (A) above. 8.2 The determination of the Replacement Reference Rate and the other matters referred to above by the Rate Determination Agent will (in the absence of manifest error) be final and binding on all parties to such Transaction Document. . 8.3 If the Rate Determination Agent is unable to or otherwise does not determine a Replacement Reference Rate or any of the other matters referred to above, then the Replacement Reference Rate will be the same rate as the rate applied in the previous period when the relevant Reference Rate was available (and thus become becomes a fixed rate until a new Replacement Reference Rate is determined).

REPLACEMENT REFERENCE RATE. ‌ 8.1 In the event that a rate of interest payable pursuant to any Transaction Document other than under the or any Covered Bonds or pursuant to the CBC Account Agreement, Bond is determined by reference to a benchmark and if the Principal Paying Agent or the Issuer determines that a Benchmark Event (as defined in Condition5(B)(ii)(c)) has occurred, the Issuer will, as soon as reasonably practicable (and in any event prior to the next relevant date on which the interest payable pursuant to such a Transaction Document other than under the or Covered Bonds or pursuant to the CBC Account Agreement Bond must be determined (the "Interest Determination Date")), appoint a an agent ("Rate Determination Agent"), which may will determine in its sole discretion, acting in good faith and in a commercially reasonable manner, whether a substitute, alternative substitute or successor rate for purposes of determining the relevant Reference Rate on each Interest Determination Date falling on such date or thereafter that is substantially comparable to the Reference Rate that is available or a successor rate that has been recommended or selected by the monetary authority or similar authority (or working group thereof) in the jurisdiction of the applicable currency. If the Rate Determination Agent determines that there is an industry-accepted successor rate, the Rate Determination Agent will use such successor rate to determine the relevant Reference Rate. If the Rate Determination Agent has determined a substitute or successor rate in accordance with the foregoing (such rate, the "Replacement Reference Rate") for purposes of determining the Reference Rate on the relevant Interest Determination Date falling on or after such determination, (A) the Rate Determination Agent will also determine changes (if any) to the business day convention, the definition of business day, the interest determination date, the day count fraction and any method for calculating the Replacement Reference Rate, including any Adjustment Spreadadjustment factor needed to make such Replacement Reference Rate comparable to the relevant Reference Rate, in each case in a manner that is consistent with industry-industry- accepted practices for such Replacement Reference Rate; (B) references to the Reference Rate in any such Transaction Document will be deemed to be references to the relevant Replacement Reference Rate, including any alternative method for determining such rate as described in (A) above (including the Adjustment Spread)above; (C) the Rate Determination Agent will notify the Issuer of the foregoing as soon as reasonably practicable; and (D) the Issuer will give notice as soon as reasonably practicable to the parties to such Transaction Document specifying the Replacement Reference Rate, as well as the details described in (A) above. 8.2 The determination of the Replacement Reference Rate and the other matters referred to above by the Rate Determination Agent will (in the absence of manifest error) be final and binding on all parties to such Transaction Document. If the Rate Determination Agent is unable to or otherwise does not determine a substitute Replacement Reference Rate, then the Reference Rate will remain unchanged. For the avoidance of doubt, each party to such Transaction Document shall be deemed to have accepted the Replacement Reference Rate or any such other changes pursuant to this Clause 8. 8.3 The Rate Determination Agent will be (A) a major bank or broker-dealer in a principal financial centre of the other matters European Union or the United Kingdom as appointed by the Issuer; or (B), if it is not reasonably practicable to appoint a party as referred to aboveunder (A), then the Replacement Reference Rate will be the same rate as the rate applied in the previous period when the relevant Reference Rate was available (and thus become a fixed rate until a new Replacement Reference Rate is determined)Issuer.