Common use of Independent Adviser Clause in Contracts

Independent Adviser. The Issuer shall use its reasonable endeavours to appoint and consult with an Independent Adviser, as soon as reasonably practicable, with a view to the Issuer determining a Successor Rate, failing which an Alternative Rate (in accordance with Condition 4.3(b)) and, in either case, the applicable Adjustment Spread (in accordance with Condition 4.3(c)) and any Benchmark Amendments (in accordance with Condition 4.3(d)). An Independent Adviser appointed pursuant to this Condition 4.3 shall act in good faith and in a commercially reasonable manner and (in the absence of bad faith or fraud) shall have no liability whatsoever to the Agent, the Calculation Agent, the other Paying Agents, the Covered Bondholders or the Couponholders for any advice given to the Issuer in connection with any determination made by the Issuer pursuant to this Condition 4.3.

Appears in 2 contracts

Samples: Agency Agreement, Agency Agreement

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Independent Adviser. The Issuer shall use its reasonable endeavours to appoint and consult with an Independent Adviser, as soon as reasonably practicable, with a view to the Issuer determining a Successor Rate, failing which an Alternative Rate (in accordance with Condition 4.3(b4.5(b)) and, in either case, the applicable Adjustment Spread (in accordance with Condition 4.3(c4.5(c)) and any Benchmark Amendments (in accordance with Condition 4.3(d4.5(d)). An Independent Adviser appointed pursuant to this Condition 4.3 4.5 shall act in good faith and in a commercially reasonable manner and (in the absence of bad faith or fraud) shall have no liability whatsoever to the Agent, the Calculation Agent, the other Paying Agents, the Covered Bondholders Noteholders or the Couponholders for any advice given to the Issuer in connection with any determination made by the Issuer pursuant to this Condition 4.34.5.

Appears in 2 contracts

Samples: Agency Agreement, Agency Agreement

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