Common use of Settlement Disruption Clause in Contracts

Settlement Disruption. If, in the opinion of the Calculation Agent, delivery of the Physical Delivery Amount using the method of delivery specified in the applicable Final Terms or such commercially reasonable manner as the Calculation Agent has determined is not practicable by reason of a Settlement Disruption Event having occurred and continuing on the Delivery Date, then the Delivery Date shall be postponed to the first following Settlement Business Day in respect of which there is no such Settlement Disruption Event, provided that, the Issuer may elect in its sole discretion to satisfy its obligations in respect of the relevant Note by delivering or procuring the delivery of the Physical Delivery Amount using such other commercially reasonable manner as it may select and in such event the Delivery Date shall be such day as the Issuer deems appropriate in connection with delivery of the Physical Delivery Amount in such other commercially reasonable manner. For the avoidance of doubt, where a Settlement Disruption Event affects some but not all of the Relevant Assets comprising the Physical Delivery Amount, the Delivery Date for the Relevant Assets not affected by the Settlement Disruption Event will be the originally designated Delivery Date. For so long as delivery of the Physical Delivery Amount is not practicable by reason of a Settlement Disruption Event, then in lieu of physical settlement and notwithstanding any other provision hereof the Issuer may elect in its sole and absolute discretion to satisfy its obligations in respect of the relevant Note by payment to the relevant Noteholder of the Disruption Cash Redemption Amount on the fifth Business Day following the date that notice of such election is given to the Noteholders in accordance with Condition 14. Payment of the Disruption Cash Redemption Amount will be made in such manner as shall be notified to the Noteholders in accordance with Condition 14. The Calculation Agent shall give notice as soon as practicable to the Noteholders in accordance with Condition 14 that a Settlement Disruption Event has occurred. No Noteholder shall be entitled to any payment in respect of the relevant Note in the event of any delay in the delivery of the Physical Delivery Amount due to the occurrence of a Settlement Disruption Event and no liability in respect thereof shall attach to the Issuer, the Calculation Agent, or the Delivery Agent. For the purposes hereof:

Settlement Disruption. If, in (1) A settlement disruption exists where the opinion of Settlement System is unable to effect the Calculation Agent, delivery of the Physical Delivery Amount using securities or Index Securities on a Settlement Due Date as a consequence of an event none of the method of delivery specified in parties is responsible for. (2) In the applicable Final Terms or such commercially reasonable manner as the Calculation Agent has determined is not practicable by reason event of a settlement disruption the Settlement Disruption Event having occurred and continuing on the Delivery Date, then the Delivery Due Date shall be postponed to the first following next Settlement System Business Day in respect on which the Settlement System is again able to effect the delivery of which there is no such the securities or Index Securities. In the event the disruption persists for more than eight consecutive Settlement Disruption Event, provided thatSystem Business Days, the Issuer may elect party subject to the delivery obligation will - on the eighth Settlement System Business Day after the originally agreed Settlement System Business Day - use a commercially accepted alternative means of delivery (“Alternative Means of Delivery”), where such is available. Where no Alternative Means of Delivery is available, the following shall apply: In the event “Postponement” has been agreed upon in its sole discretion to satisfy its obligations the Terms of the Transaction, the Settlement Due Date shall be postponed in respect of the relevant Note securities or Index Securities affected by delivering the settlement disruption until the first Settlement System Business Day on which the Settlement System is operational again or procuring on which an Alternative Means of Delivery is available. In the delivery event “Early Termination with Cash Settlement” has been agreed upon in the Terms of the Physical Delivery Amount using such other commercially reasonable manner Transaction, the relevant Transaction shall be terminated early on the eight day after the originally agreed Settlement System Business Day in its entirety, or partially, if the transfer the deliverable securities or Index Securities in the relevant Settlement System is only partially impossible – subject to the proviso that the Calculation Agent shall determine the cash amount for that portion of the Transaction which has not been completed. In addition hereto, except as it may select and provided otherwise herein, the provisions under Clause 22 shall apply in such the case of an early termination of a Transaction. In the absence of an agreement between the parties in the Terms of the Transaction, the provision on “Postponement” shall apply in the event the Delivery of a settlement disruption. (3) The originally agreed Settlement Due Date shall be such day as the Issuer deems appropriate continue to apply in connection with delivery respect of the Physical Delivery Amount in such other commercially reasonable manner. For the avoidance of doubt, where a Settlement Disruption Event affects some but not all of the Relevant Assets comprising the Physical Delivery Amount, the Delivery Date for the Relevant Assets securities or Index Securities not affected by the Settlement Disruption Event will be the originally designated Delivery Date. For so long as delivery of the Physical Delivery Amount is not practicable by reason of a Settlement Disruption Event, then in lieu of physical settlement and notwithstanding any other provision hereof the Issuer may elect in its sole and absolute discretion to satisfy its obligations in respect of the relevant Note by payment to the relevant Noteholder of the Disruption Cash Redemption Amount on the fifth Business Day following the date that notice of such election is given to the Noteholders in accordance with Condition 14. Payment of the Disruption Cash Redemption Amount will be made in such manner as shall be notified to the Noteholders in accordance with Condition 14. The Calculation Agent shall give notice as soon as practicable to the Noteholders in accordance with Condition 14 that a Settlement Disruption Event has occurred. No Noteholder shall be entitled to any payment in respect of the relevant Note in the event of any delay in the delivery of the Physical Delivery Amount due to the occurrence of a Settlement Disruption Event and no liability in respect thereof shall attach to the Issuer, the Calculation Agent, or the Delivery Agent. For the purposes hereof:disruption.

Settlement Disruption. If, in the opinion of the Calculation Agent, delivery of the Physical Delivery Asset Amount using the method of delivery specified in the applicable Final Terms Terms, or such other commercially reasonable manner as the Calculation Agent has determined determined, is not practicable by reason of impracticable because a Settlement Disruption Event having (as defined below) has occurred and is continuing on the Delivery Date, then it shall give notice as soon as practicable to the Noteholders in accordance with Condition 13 and the Delivery Date shall be postponed to the first following Settlement Business Day in respect of which there is no such Settlement Disruption Event, provided that, the Issuer may elect in its sole and absolute discretion to satisfy its obligations in respect of the relevant Note by delivering or procuring the delivery of the Physical Delivery Asset Amount using such other commercially reasonable manner as it may select and and, in such event event, the Delivery Date shall be such day as the Issuer deems appropriate (acting in connection with delivery of the Physical Delivery Amount in such other a commercially reasonable manner). For Noteholders shall not be entitled to any payment, whether on account of interest or otherwise, and the avoidance Issuer shall have no liability whatsoever, as a result of doubt, where the Delivery Date being postponed due to the occurrence of a Settlement Disruption Event. Where a Settlement Disruption Event affects some but not all of the Relevant Assets comprising the Physical Delivery Asset Amount, the Delivery Date for the Relevant Assets not affected unaffected by the Settlement Disruption Event will be the originally designated Delivery Date. For so long as delivery of part of the Physical Delivery Asset Amount is not practicable impracticable by reason of a Settlement Disruption Event, then in lieu of physical settlement delivery of the affected Relevant Asset(s), and notwithstanding any other provision hereof hereof, the Issuer may elect in its sole and absolute discretion to satisfy its obligations in respect of the relevant Note by payment to affected portion of the relevant Noteholder of Note(s) by paying the relevant Noteholder(s), the Disruption Cash Redemption Amount (as defined below) on the fifth Business Day following the date that notice of such election is given to the on which Noteholders are notified in accordance with Condition 14. Payment 13 of (i) such election having been made and (ii) the manner in which the Issuer intends to pay the Disruption Cash Redemption Amount will be made in such manner as shall be notified to the Noteholders in accordance with Condition 14. The Calculation Agent shall give notice as soon as practicable to the Noteholders in accordance with Condition 14 that a Settlement Disruption Event has occurred. No Noteholder shall be entitled to any payment in respect of the relevant Note in the event of any delay in the delivery of the Physical Delivery Amount due to the occurrence of a Settlement Disruption Event and no liability in respect thereof shall attach to the Issuer, the Calculation Agent, or the Delivery AgentAmount. For the purposes hereof:of this Condition: Settlement Business Day, in respect of each Note, has the meaning specified in the applicable Final Terms relating to such Note; and‌

Settlement Disruption. If, in the opinion of the Calculation Agent, delivery of the Physical Delivery Amount using the method of delivery specified in the applicable Final Terms or such commercially reasonable manner as the Calculation Agent has determined is not practicable by reason of a Settlement Disruption Event having occurred and continuing on the Delivery Date, then the Delivery Date shall be postponed to the first following Settlement Business Day in respect of which there is no such Settlement Disruption Event, provided that, the Issuer may elect in its sole discretion to satisfy its obligations in respect of the relevant Note by delivering or procuring the delivery of the Physical Delivery Amount using such other commercially reasonable manner as it may select and in such event the Delivery Date shall be such day as the Issuer deems appropriate in connection with delivery of the Physical Delivery Amount in such other commercially reasonable manner. For the avoidance of doubt, where a Settlement Disruption Event affects some but not all of the Relevant Assets comprising the Physical Delivery Amount, the Delivery Date for the Relevant Assets not affected by the Settlement Disruption Event will be the originally designated Delivery Date. For so long as delivery of the Physical Delivery Amount is not practicable by reason of a Settlement Disruption Event, then in lieu of physical settlement and notwithstanding any other provision hereof the Issuer may elect in its sole and absolute discretion to satisfy its obligations in respect of the relevant Note by payment to the relevant Noteholder Holder of the Disruption Cash Redemption Amount on the fifth Business Day following the date that notice of such election is given to the Noteholders Holders in accordance with General Note Condition 1413. Payment of the Disruption Cash Redemption Amount will be made in such manner as shall be notified to the Noteholders Holders in accordance with General Note Condition 1413. The Calculation Agent shall give notice as soon as practicable to the Noteholders Holders in accordance with General Note Condition 14 13 that a Settlement Disruption Event has occurred. No Noteholder Holder shall be entitled to any payment in respect of the relevant Note in the event of any delay in the delivery of the Physical Delivery Amount due to the occurrence of a Settlement Disruption Event and no liability in respect thereof shall attach to the Issuer, the Guarantor, the Calculation Agent, or the Delivery Agent. For the purposes hereof:

Settlement Disruption. If, in the opinion of the Calculation Agent, delivery of the Physical Delivery Amount using the method of delivery specified in the applicable Final Terms or such commercially reasonable manner as the Calculation Agent has determined is not practicable by reason of a Settlement Disruption Event having occurred and continuing on the Delivery Date, then the Delivery Date shall be postponed to the first following Settlement Business Day in respect of which there is no such Settlement Disruption Event, provided that, the Issuer may elect in its sole discretion to satisfy its obligations in respect of the relevant Note Instrument by delivering or procuring the delivery of the Physical Delivery Amount using such other commercially reasonable manner as it may select and in such event the Delivery Date shall be such day as the Issuer deems appropriate in connection with delivery of the Physical Delivery Amount in such other commercially reasonable manner. For the avoidance of doubt, where a Settlement Disruption Event affects some but not all of the Relevant Assets comprising the Physical Delivery Amount, the Delivery Date for the Relevant Assets not affected by the Settlement Disruption Event will be the originally designated Delivery Date. For so long as delivery of the Physical Delivery Amount is not practicable by reason of a Settlement Disruption Event, then in lieu of physical settlement and notwithstanding any other provision hereof the Issuer may elect in its sole and absolute discretion to satisfy its obligations in respect of the relevant Note Instrument by payment to the relevant Noteholder Holder of the Disruption Cash Redemption Amount on the fifth Business Day following the date that notice of such election is given to the Noteholders Holders in accordance with General Instrument Condition 1418. Payment of the Disruption Cash Redemption Amount will be made in such manner as shall be notified to the Noteholders Holders in accordance with General Instrument Condition 1418. The Calculation Agent shall give notice as soon as practicable to the Noteholders Holders in accordance with General Instrument Condition 14 18 that a Settlement Disruption Event has occurred. No Noteholder Holder shall be entitled to any payment in respect of the relevant Note Instrument in the event of any delay in the delivery of the Physical Delivery Amount due to the occurrence of a Settlement Disruption Event and no liability in respect thereof shall attach to the Issuer, the Guarantor, the Calculation Agent, or the Delivery Agent. For the purposes hereof: