USD FX Rate definition
USD FX Rate means the GBP/USD exchange rate set out in the Redenomination Notice, being a rate specified by the Company by reference to (at the Company’s election):
USD FX Rate means the prevailing spot foreign exchange rate for the exchange of USD and EUR determined by the Swap Calculation Agent in good faith and in a commercially reasonable manner on or about the Issue Date; provided, however, that for any payments made by the Issuer or the FX Swap Counterparty in respect of any Performance Account Ledger Amount in respect of any USD Denominated Notes, the FX Rate shall be the prevailing spot foreign exchange rate for the exchange of USD and EUR determined by the Swap Calculation Agent in good faith and in a commercially reasonable manner one Business Day prior to such payment.