Common use of Decisions and Determinations Clause in Contracts

Decisions and Determinations. Any determination, decision or election that may be made by the Company or the Company’s Designee pursuant to clause (b)(2) of the definition of three-month LIBOR or these Benchmark Transition Provisions, including any determination with respect to tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, will be made in the Company’s or the Company’s Designee’s sole discretion, and, notwithstanding anything to the contrary in the documentation relating to the Securities of this series, shall become effective without consent from the Holders of the Securities of this series or any other party. In connection with any determination, decision or election pursuant to clause (b)(2) in the definition of three-month LIBOR or these Benchmark Transition Provisions, the Company may, in the Company’s sole discretion, designate any affiliate or agent of the Company, any affiliate of the Company’s agent or any other person (other than the Trustee or the Calculation Agent) to make one or more determinations, decisions or elections on a temporary or permanent basis, and the Company may, in the Company’s sole discretion, revoke any such designation. Any person so designated in accordance with the immediately preceding sentence will be a “Designee” for purposes of these Benchmark Transition Provisions for so long as such designation remains in effect. The Trustee shall not be (i) responsible or liable for making the decisions, elections and determinations in connection with (a) clause b(2) of the definition of three-month LIBOR or (b) a Benchmark Transition Event or (ii) named as or deemed to be the Designee. The Calculation Agent shall not be (i) responsible or liable for making the decisions, elections and determinations in connection with (a) clause b(2) of the definition of three-month LIBOR or (b) a Benchmark Transition Event or (ii) named as or deemed to be the Designee unless the Calculation Agent consents in writing to such appointment. The Company shall notify the Trustee and the Calculation Agent in writing of the party that has been appointed as the Designee.

Decisions and Determinations. Any determination, decision or election that may be made by the Company Issuer or the Company’s Designee its designee pursuant to clause (b)(2) of the definition of three-month LIBOR or these Benchmark Transition Provisionsthis Condition 13.02(c)(iii), including any determination with respect to tenor, rate or adjustment or of the occurrence or non-non- occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, in each case, solely with respect to any Floating Rate Covered Bonds calculated by reference to SARON: (I) will be conclusive and binding absent manifest error; (II) if made by the Issuer, will be made in the Company’s or the Company’s DesigneeIssuer’s sole discretion; (III) if made by the Issuer’s designee, will be made after consultation with the Issuer, and the designee will not make any such determination, decision or election to which the Issuer objects; and, notwithstanding anything to the contrary in the documentation relating to the Securities of this series, (IV) shall become effective without consent consent, sanction or absence of objection from the Holders of the Securities of this series Covered Bondholders or any other party, except as otherwise provided in this Condition 13.02(c)(iii). In connection with any Any determination, decision or election pursuant to clause (b)(2) in the definition benchmark replacement provisions not made by the Issuer’s designee will be made by the Issuer on the basis as described above. The designee shall have no liability for not making any such determination, decision or election absent bad faith or fraud. In no event shall the Calculation Agent or Swiss Paying Agent be the “designee” of three-month LIBOR the Issuer nor be responsible for determining any substitute for SARON, or these Benchmark Transition Provisionsfor making any adjustments to any alternative benchmark or spread thereon, the Company maybusiness day convention, in the Company’s sole discretion, designate any affiliate or agent of the Company, any affiliate of the Company’s agent interest determination dates or any other person (other than relevant methodology for calculating any such substitute or successor benchmark. In connection with the Trustee foregoing, the Calculation Agent will be entitled to conclusively rely on any determinations made by the Issuer or its designee and will have no liability for such actions taken at the direction of the Issuer or its designee. None of the Swiss Paying Agent or the Calculation Agent) to make one Agent will have any liability for any determination made by or more determinations, decisions on behalf of the Issuer or elections on a temporary or permanent basis, and the Company may, in the Company’s sole discretion, revoke any such designation. Any person so designated in accordance with the immediately preceding sentence will be a “Designee” for purposes of these Benchmark Transition Provisions for so long as such designation remains in effect. The Trustee shall not be (i) responsible or liable for making the decisions, elections and determinations its designee in connection with (a) clause b(2) of the definition of three-month LIBOR or (b) a Benchmark Transition SARON Cessation Event or (ii) named as or deemed to be the Designee. The Calculation Agent shall not be (i) responsible or liable for making the decisions, elections and determinations in connection with (a) clause b(2) of the definition of three-month LIBOR or (b) a Benchmark Transition Event or (ii) named as or deemed to be the Designee unless the Calculation Agent consents in writing to such appointment. The Company shall notify the Trustee and the Calculation Agent in writing of the party that has been appointed as the DesigneeSARON Replacement.

Decisions and Determinations. Any determinationAll determinations, decision or election that may be decisions, elections and any calculations made by the Company or its designee for the Company’s Designee pursuant to clause (b)(2) purposes of determining the definition of three-month LIBOR or these Benchmark Transition ProvisionsReplacement, including any determination with respect to tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date Benchmark Replacement Adjustment and any decision to take or refrain from taking any action or any selection, will Benchmark Replacement Conforming Changes shall be conclusive and binding on the Holders of the Notes, the Company, the Calculation Agent, the Trustee and the paying agent, absent manifest error. If made by the Company as Calculation Agent, will be made in the Company’s or sole discretion. If made by the Company’s Designee’s sole discretiondesignee, andsuch determinations, notwithstanding decisions, elections and calculations shall be made after consulting with the Company, and such designees shall not make any such determination, decision, election or calculation to which the Company objects. Notwithstanding anything to the contrary in the documentation relating to the Securities of this seriesIndenture, any determinations, decisions, calculations or elections made in accordance with this provision shall become effective without consent from the Holders of the Securities of this series Notes or any other party. In connection with any Any determination, decision or election pursuant to clause (b)(2) in the definition of three-month LIBOR or these Benchmark Transition Provisions, benchmark replacement provisions shall be made by the Company may, in or its designee (which may be the Company’s sole discretionaffiliate) on the basis as described above, designate any affiliate or agent of the Company, any affiliate of the Company’s agent or any other person (other than and in no event shall the Trustee or the Calculation Agent) to make one Agent be responsible for making any such determination, decision or more determinationselection. None of the Trustee, decisions paying agent, or elections on a temporary or permanent basis, and the Calculation Agent (if other than the Company may, in the Company’s sole discretion, revoke or its affiliate) shall be under any such designation. Any person so designated in accordance with the immediately preceding sentence will be a “Designee” for purposes of these Benchmark Transition Provisions for so long as such designation remains in effect. The Trustee shall not be obligation (i) to monitor, determine or verify the unavailability or cessation of SOFR or the SOFR Index, or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any Benchmark Transition Event or related Benchmark Replacement Date, (ii) to select, determine or designate any Benchmark Replacement, or other successor or replacement benchmark index, or whether any conditions to the designation of such a rate or index have been satisfied, (iii) to select, determine or designate any Benchmark Replacement Adjustment, or other modifier to any replacement or successor index, or (iv) to determine whether or what Benchmark Replacement Conforming Changes are necessary or advisable, if any, in connection with any of the foregoing, including, but not limited to, adjustments as to any alternative spread thereon, the business day convention, interest determination dates or any other relevant methodology applicable to such substitute or successor benchmark. In connection with the foregoing, each of the Trustee, paying agent, and Calculation Agent (if other than the Company or its affiliate) shall be entitled to conclusively rely on any determinations made by the Company or its designee without independent investigation, and none of the Trustee, paying agent, and Calculation Agent (if other than the Company or its affiliate) will have any liability for actions taken at the direction of the Company in connection therewith. None of the Trustee, paying agent, or the Calculation Agent (if other than the Company or its affiliate) shall be liable for any inability, failure or delay on its part to perform any of its duties set forth in this Thirteenth Supplemental Indenture or the Notes as a result of the unavailability of SOFR, or other applicable Benchmark Replacement, including as a result of any failure, inability, delay, error or inaccuracy on the part of any other transaction party in providing any direction, instruction, notice or information required or contemplated by the terms of this Thirteenth Supplemental Indenture or the Notes and reasonably required for the performance of such duties. None of the Trustee, paying agent, or Calculation Agent (if other than the Company or its affiliate) shall be responsible or liable for making the decisions, elections and determinations in connection with (a) clause b(2) Company’s actions or omissions or for those of any of the definition Company’s designees, or for any failure or delay in the performance by the Company or any of three-month LIBOR its designees, nor shall any of the Trustee, paying agent, or Calculation Agent (bif other than the Company or its affiliate) a Benchmark Transition Event be under any obligation to oversee or (ii) named as monitor the Company’s performance or deemed to be the Designeeperformance of any of the Company’s designees. The Trustee may conclusively rely, without investigation, on the Calculation Agent shall not be (i) responsible or liable for making the decisions, elections and determinations in connection with (a) clause b(2) Agent’s determination of the definition of three-month LIBOR or (b) a Benchmark Transition Event or (ii) named as or deemed to be interest rate during the Designee unless the Calculation Agent consents in writing to such appointment. The Company shall notify the Trustee and the Calculation Agent in writing of the party that has been appointed as the DesigneeFloating Rate Periods.

Decisions and Determinations. Any determinationAll determinations, decision or election that may be decisions, elections and any calculations made by the Company or its designee for the Company’s Designee pursuant to clause (b)(2) purposes of determining the definition of three-month LIBOR or these Benchmark Transition ProvisionsReplacement, including any determination with respect to tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date Benchmark Replacement Adjustment and any decision to take or refrain from taking any action or any selection, will Benchmark Replacement Conforming Changes shall be conclusive and binding on the Holders of the Notes, the Company, the Calculation Agent, the Trustee and the paying agent, absent manifest error. If made by the Company as Calculation Agent, will be made in the Company’s or sole discretion. If made by the Company’s Designee’s sole discretiondesignee, andsuch determinations, notwithstanding decisions, elections and calculations shall be made after consulting with the Company, and such designees shall not make any such determination, decision, election or calculation to which the Company objects. Notwithstanding anything to the contrary in the documentation relating to the Securities of this seriesIndenture, any determinations, decisions, calculations or elections made in accordance with this provision shall become effective without consent from the Holders of the Securities of this series Notes or any other party. In connection with any Any determination, decision or election pursuant to clause (b)(2) in the definition of three-month LIBOR or these Benchmark Transition Provisions, benchmark replacement provisions shall be made by the Company may, in or its designee (which may be the Company’s sole discretionaffiliate) on the basis as described above, designate any affiliate or agent of the Company, any affiliate of the Company’s agent or any other person (other than and in no event shall the Trustee or the Calculation Agent) to make one Agent be responsible for making any such determination, decision or more determinationselection. None of the Trustee, decisions paying agent, or elections on a temporary or permanent basis, and the Calculation Agent (if other than the Company may, in the Company’s sole discretion, revoke or its affiliate) shall be under any such designation. Any person so designated in accordance with the immediately preceding sentence will be a “Designee” for purposes of these Benchmark Transition Provisions for so long as such designation remains in effect. The Trustee shall not be obligation (i) to monitor, determine or verify the unavailability or cessation of SOFR or the SOFR Index, or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any Benchmark Transition Event or related Benchmark Replacement Date, (ii) to select, determine or designate any Benchmark Replacement, or other successor or replacement benchmark index, or whether any conditions to the designation of such a rate or index have been satisfied, (iii) to select, determine or designate any Benchmark Replacement Adjustment, or other modifier to any replacement or successor index, or (iv) to determine whether or what Benchmark Replacement Conforming Changes are necessary or advisable, if any, in connection with any of the foregoing, including, but not limited to, adjustments as to any alternative spread thereon, the business day convention, interest determination dates or any other relevant methodology applicable to such substitute or successor benchmark. In connection with the foregoing, each of the Trustee, paying agent, and Calculation Agent (if other than the Company or its affiliate) shall be entitled to conclusively rely on any determinations made by the Company or its designee without independent investigation, and none of the Trustee, paying agent, and Calculation Agent (if other than the Company or its affiliate) will have any liability for actions taken at the direction of the Company in connection therewith. None of the Trustee, paying agent, or the Calculation Agent (if other than the Company or its affiliate) shall be liable for any inability, failure or delay on its part to perform any of its duties set forth in this Twelfth Supplemental Indenture or the Notes as a result of the unavailability of SOFR, or other applicable Benchmark Replacement, including as a result of any failure, inability, delay, error or inaccuracy on the part of any other transaction party in providing any direction, instruction, notice or information required or contemplated by the terms of this Twelfth Supplemental Indenture or the Notes and reasonably required for the performance of such duties. None of the Trustee, paying agent, or Calculation Agent (if other than the Company or its affiliate) shall be responsible or liable for making the decisions, elections and determinations in connection with (a) clause b(2) Company’s actions or omissions or for those of any of the definition Company’s designees, or for any failure or delay in the performance by the Company or any of three-month LIBOR its designees, nor shall any of the Trustee, paying agent, or Calculation Agent (bif other than the Company or its affiliate) a Benchmark Transition Event be under any obligation to oversee or (ii) named as monitor the Company’s performance or deemed to be the Designeeperformance of any of the Company’s designees. The Trustee may conclusively rely, without investigation, on the Calculation Agent shall not be (i) responsible or liable for making the decisions, elections and determinations in connection with (a) clause b(2) Agent’s determination of the definition of three-month LIBOR or (b) a Benchmark Transition Event or (ii) named as or deemed to be interest rate during the Designee unless the Calculation Agent consents in writing to such appointment. The Company shall notify the Trustee and the Calculation Agent in writing of the party that has been appointed as the DesigneeFloating Rate Periods.

Decisions and Determinations. Any determination, decision or election that may be made by the Company or the Company’s Designee its designee pursuant to clause (b)(2) of the definition of three-month LIBOR or these Benchmark Transition Provisionsbenchmark replacement provisions described herein, including any determination with respect to tenor, rate or adjustment adjustment, or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, : • will be conclusive and binding on the beneficial owners and Holders of the Notes, the Calculation Agent, the Paying Agent and the Trustee absent manifest error; • if made by the Company, will be made in the Company’s or sole discretion; • if made by the Company’s Designeedesignee (which may be the Company’s sole discretionaffiliate), andwill be made after consultation with the Company, and such designee (which may be the Company’s affiliate) will not make any such determination, decision or election to which the Company reasonably objects; and • notwithstanding anything to the contrary in the documentation relating to Indenture or the Securities of this seriesNotes, shall become effective without consent from beneficial owners or the Holders of the Securities of this series Notes, the Calculation Agent, the Paying Agent, the Trustee or any other party. In connection with any Any determination, decision or election pursuant to clause (b)(2) in the definition of three-month LIBOR or these Benchmark Transition Provisions, benchmark replacement provisions shall be made by the Company may, in or its designee (which may be the Company’s sole discretionaffiliate) on the basis as described above, designate any affiliate or agent of the Company, any affiliate of the Company’s agent or any other person (other than the Trustee or and in no event shall the Calculation Agent) to make one , the Paying Agent, or more determinations, decisions or elections on a temporary or permanent basis, and the Company may, in the Company’s sole discretion, revoke Trustee be responsible for making any such designationdetermination, decision or election. Any person so designated As used in accordance with the immediately preceding sentence will be a this “Designee” for purposes Effect of these Benchmark Transition Provisions for so long as such designation remains in effect. The Trustee shall not be (i) responsible or liable for making the decisions, elections and determinations in connection Event” section with (a) clause b(2) of the definition of three-month LIBOR or (b) a respect to any Benchmark Transition Event or (ii) named as or deemed to be the Designee. The Calculation Agent shall not be (i) responsible or liable for making the decisions, elections and determinations in connection with (a) clause b(2) implementation of the definition of three-month LIBOR or (b) a applicable Benchmark Transition Event or (ii) named as or deemed to be the Designee unless the Calculation Agent consents in writing to such appointment. The Company shall notify the Trustee Replacement and the Calculation Agent in writing of the party that has been appointed as the Designee.Benchmark Replacement Conforming Changes: