Benchmark Fallback Clause Samples

Benchmark Fallback. (a) Notwithstanding the provisions of Condition 5.2(n), if in the Calculation Agent's opinion there is any uncertainty between two or more alternative courses of action in making any determination or calculation under Condition 5, the Calculation Agent shall promptly notify the Issuer thereof and the Issuer shall direct the Calculation Agent in writing as to which alternative course of action to adopt. If the Calculation Agent is not provided with such direction within a reasonable period of time, or is otherwise unable to make such calculation or determination for any reason which the Calculation Agent is not responsible for, it shall notify the Issuer thereof and the Calculation Agent shall be under no obligation to make such calculation or determination and shall not incur any liability for not doing so. (b) To the extent that any amendments or modifications to the Conditions or this Agreement are required in order for the Calculation Agent to determine any Interest Rate, the Calculation Agent shall have no obligation to act until such amendments or modifications have been made in accordance with the Conditions and this Agreement.