Common use of Benchmark Transition Provisions Clause in Contracts

Benchmark Transition Provisions. If the Company (in consultation, to the extent practicable, with the Calculation Agent) or the Company’s designee (in consultation with the Company) determines that a Benchmark Transition Event and related Benchmark Replacement Date have occurred prior to the applicable Reference Time in respect of any determination of the Benchmark on any date, the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Floating Rate Notes in respect of such determination on such date and all determinations on all subsequent dates; provided that, if the Company (in consultation, to the extent practicable, with the Calculation Agent) or the Company’s designee (in consultation with the Company) is unable to or does not determine a Benchmark Replacement in accordance with the provisions below prior to 5:00 p.m. (New York time) on the relevant Floating Rate Notes Interest Determination Date, the interest rate for the related Floating Rate Interest Period will be equal to the interest rate in effect for the immediately preceding Floating Rate Interest Period or, in the case of the Floating Rate Notes Interest Determination Date prior to the first Floating Rate Notes Interest Payment Date, the initial rate of interest which would have been applicable to the Floating Rate Notes for the first Floating Rate Interest Period had the Floating Rate Notes been outstanding for a period equal in duration to the scheduled first Floating Rate Interest Period but ending on (and excluding) the Issue Date (and applying the Floating Rate Notes Margin).

Benchmark Transition Provisions. (a) If the Company (in consultation, to the extent practicable, with the Calculation Agent) Issuer or the CompanyIssuer’s designee (in consultation with the CompanyIssuer) determines that a Benchmark Transition Event and related Benchmark Replacement Date have occurred prior to the applicable Reference Time in respect of any determination of the Benchmark on any date, the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Notes during the Floating Rate Notes Period in respect of such determination on such date and all determinations on all subsequent dates; provided that, if the Company (in consultation, to the extent practicable, with the Calculation Agent) Issuer or the Company’s its designee (in consultation with the CompanyIssuer) is are unable to or does do not determine a Benchmark Replacement in accordance with the provisions below prior to 5:00 p.m. (New York time) on the relevant Floating Rate Notes Interest Determination Date, the interest rate for the related Floating Rate Interest Period will be equal to the interest rate in effect for the immediately preceding Floating Rate Interest Period or, in the case of the Floating Rate Notes Interest Determination Date prior to the first Floating Rate Notes Period Interest Payment Date, the initial Initial Interest Rate. (b) In connection with the implementation of a Benchmark Replacement, the Issuer or the Issuer’s designee (in consultation with the Issuer) will have the right to make changes to (1) any Interest Determination Date, Floating Rate Period Interest Payment Date, Reference Time, business day convention or Floating Rate Interest Period, (2) the manner, timing and frequency of determining the rate and amounts of interest which would have been applicable to that are payable on the Notes during the Floating Rate Period and the conventions relating to such determination and calculations with respect to interest, (3) rounding conventions, (4) tenors and (5) any other terms or provisions of the Notes during the Floating Rate Period, in each case that the Issuer or its designee (in consultation with the Issuer) determine, from time to time, to be appropriate to reflect the determination and implementation of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Issuer or its designee (in consultation with the Issuer) decide that implementation of any portion of such market practice is not administratively feasible or determine that no market practice for use of the Benchmark Replacement exists, in such other manner as the Issuer or its designee (in consultation with the Issuer) determine is appropriate (acting in good faith)) (the “Benchmark Replacement Conforming Changes”). Any Benchmark Replacement Conforming Changes will apply to Notes for the first all future Floating Rate Interest Period had Periods. (c) The Issuer will promptly give notice of the Floating Rate Notes been outstanding for a period equal in duration determination of the Benchmark Replacement, the Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes to the scheduled first Floating Rate Interest Period but ending Trustee, the Paying Agent, the Calculation Agent and the Holders; provided that failure to provide such notice will have no impact on the effectiveness of, or otherwise invalidate, any such determination. (d) All determinations, decisions, elections and excludingany calculations made by the Issuer or the Issuer’s designee for the purposes of determining the Benchmark Replacement, the Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes will be conclusive and binding on the Holders, the Issuer, the Calculation Agent, the Trustee and the Paying Agent, absent manifest error. If made by the Issuer’s designee, such determinations, decisions, elections and calculations will be made after consulting with the Issuer, and the Issuer’s designees will not make any such determination, decision, election or calculation to which the Issuer objects. Notwithstanding anything to the contrary in the Indenture or the Notes, any determinations, decisions, calculations or elections made in accordance with this provision will become effective without consent from the Holders or any other party. (e) Any determination, decision or election relating to the Issue Date Benchmark will be made by the Issuer on the basis described above. The Calculation Agent shall have no liability for not making any such determination, decision or election. In addition, the Issuer may designate an entity (and applying which may be the Floating Rate Issuer’s Affiliate) to make any determination, decision or election that the Issuer has the right to make in connection with the determination of the Benchmark. (f) Notwithstanding any other provision of “Benchmark Transition Provisions” set forth above, no Benchmark Replacement will be adopted, nor will the applicable Benchmark Replacement Adjustment be applied, nor will any Benchmark Replacement Conforming Changes be made, if in the Issuer’s determination, the same could reasonably be expected to prejudice the qualification of the Notes Margin)as eligible liabilities or loss absorbing capacity instruments for the purposes of the Loss Absorption Regulations.

Benchmark Transition Provisions. If the Company (in consultation, to the extent practicable, with the Calculation Agent) Issuer or the Company’s its designee (in consultation with the CompanyIssuer) determines that a Benchmark Transition Event and related Benchmark Replacement Date have occurred prior to the applicable Reference Time in respect of any determination of the Benchmark on any date, the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Floating Rate Notes during the floating rate period in respect of such determination on such date and all determinations on all subsequent dates; provided that, if the Company (in consultation, to the extent practicable, with the Calculation Agent) Issuer or the Company’s its designee (in consultation with the CompanyIssuer) is unable to or does do not determine a Benchmark Replacement in accordance with the provisions below prior to 5:00 p.m. (New York time) on the relevant Floating Rate Notes Interest Determination Date, the interest rate for the related Floating Rate Interest Period floating rate interest period will be equal to the interest rate in effect for the immediately preceding Floating Rate Interest Period floating rate interest period or, in the case of the Floating Rate Notes Interest Determination Date prior to the first Floating Rate Notes Interest Payment Datefloating rate interest payment date, the initial fixed rate. In connection with the implementation of a Benchmark Replacement, the Issuer or its designee (in consultation with the Issuer) will have the right to make changes to (1) any Interest Determination Date, floating rate interest payment date, Reference Time, business day convention or floating rate interest period, (2) the manner, timing and frequency of determining the rate and amounts of interest which would have been applicable that are payable on the Notes during the floating rate period and the conventions relating to such determination and calculations with respect to interest, (3) rounding conventions, (4) tenors and (5) any other terms or provisions of the Notes during the floating rate period, in each case that the Issuer or its designee (in consultation with the Issuer) determines, from time to time, to be appropriate to reflect the determination and implementation of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Issuer or its designee (in consultation with the Issuer) decides that implementation of any portion of such market practice is not administratively feasible or determine that no market practice for use of the Benchmark Replacement exists, in such other manner as the Issuer or its designee (in consultation with the Issuer) determine is appropriate (acting in good faith)) (the Benchmark Replacement Conforming Changes). Any Benchmark Replacement Conforming Changes will apply to the Floating Rate Notes for all future floating rate interest periods. We will promptly give notice of the first Floating Rate Interest Period had determination of the Floating Rate Notes been outstanding for a period equal in duration Benchmark Replacement, the Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes to the scheduled first Floating Rate Interest Period but ending Fiscal Agent, the Calculation Agent and Noteholders; provided that failure to provide such notice will have no impact on the effectiveness of, or otherwise invalidate, any such determination. All determinations, decisions, elections and any calculations made by the Issuer or its designee for the purposes of determining the Benchmark Replacement, the Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes will be conclusive and binding on the Noteholders, us, the Calculation Agent and the Fiscal Agent, absent manifest error. If made by the Issuer’s designee, such determinations, decisions, elections and calculations will be made after consulting with the Issuer, and its designees will not make any such determination, decision, election or calculation to which the Issuer object. Notwithstanding anything to the contrary in the Agency Agreement or the Terms and Conditions of the Notes, any determinations, decisions, calculations or elections made in accordance with this provision will become effective without consent from the Noteholders or any other party. Any determination, decision or election relating to the Benchmark will be made by the Issuer on the basis described above. The Calculation Agent shall have no liability for not making any such determination, decision or election. In addition, the Issuer may designate an entity (which may be its affiliate) to make any determination, decision or election that we have the right to make in connection with the determination of the Benchmark. Notwithstanding any other provision of “Benchmark Transition Provisions” set forth above, no Benchmark Replacement will be adopted, nor will the applicable Benchmark Replacement Adjustment be applied, nor will any Benchmark Replacement Conforming Changes be made, if in the Issuer’s determination, the same could reasonably be expected to prejudice the qualification of the Notes as own funds and excluding) eligible liabilities or loss absorbing capacity instruments for the Issue Date (and applying purposes of the Floating Rate Notes Margin)Loss Absorption Regulations.