Common use of Fallback Clause in Contracts

Fallback. The Extraordinary Resolutions set out in paragraphs 1, 2 and 4 above shall be conditional on satisfaction of the Conditions Precedent and the Settlement Date occurring, in each case before the Redemption Long Stop Date, and if the Conditions Precedent are not met or the Settlement Date does not occur in accordance with paragraph 1 above before the Redemption Long Stop Date, then the Extraordinary Resolutions in paragraph 1, 2 and 4 above and the Deed Poll shall be revoked upon the Redemption Long Stop Date and be of no further force and effect, and for the avoidance of doubt, the Trust Deed, the Conditions and Agency Agreement shall continue in full force and effect. In addition and in such case: a. within 7 days of the Redemption Long Stop Date, the Issuer shall pay the Accrued Interest up to 24 August 2022 by payment into the Clearing Systems (subject to blocking/freezing requirements in accordance with Sanctions); b. provided that the UK/EU/US Sanctions Approval Satisfaction Date has occurred before the Redemption Long Stop Date, the Issuer shall: i. within 7 days of the Redemption Long Stop Date, pay USD 95 million in partial redemption of the principal amount outstanding of the Bonds pro rata and at par by payment into the Clearing Systems (subject to blocking/freezing requirements in accordance with Sanctions); or ii. within 20 Business Days of the Redemption Long Stop Date, as an alternative to paragraph (b)(i) above and at the option of the relevant Beneficial Owner, apply USD 95 million to implement on market buy backs at par, provided that the Issuer shall not make an offer to a Beneficial Owner or purchase from a Beneficial Owner more than its pro rata allocation of USD 95 million and any Bonds so bought back shall immediately upon buy-back be surrendered by the Issuer for cancellation. Payments, applications, related transactions and activities under each of paragraphs (a) or (b) shall be made in a manner in compliance with Sanctions, including blocking/freezing requirements; and c. the Issuer acknowledges that the Trust Deed, the Conditions and the Agency Agreement continue to apply and, without limitation, interest continues to accrue on and from 24 August 2022 on the Bonds in accordance with those terms and that the Potential Events of Default or Events of Default arising pursuant to Condition 10(a) or 10(b) as a result of the Issuer’s failure to pay principal and interest on 31 May 2022 in connection with the exercise by certain Bondholders of their redemption rights under Condition 7(e) continue.