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Rabobank Nederland - Robeco.com

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‘Interest Determination Date’ means, with respect to a Rate of Interest and Interest Accrual<br />

Period, the date specified in the relevant Final Terms or, if none is so specified, (i) the first day of<br />

such Interest Accrual Period if the Specified Currency is Sterling, (ii) the day falling two Business<br />

Days in London for the Specified Currency prior to the first day of such Interest Accrual Period if<br />

the Specified Currency is neither Sterling nor euro or (iii) the day falling two TARGET Business<br />

Days prior to the first day of such Interest Accrual Period if the Specified Currency is euro.<br />

‘Interest Payment Date’ means the date on which interest for the relevant period falls due.<br />

‘Interest Period’ means the period beginning on (and including) the Interest Commencement Date<br />

and ending on (but excluding) the first Interest Payment Date and each successive period<br />

beginning on (and including) an Interest Payment Date and ending on (but excluding) the next<br />

succeeding Interest Payment Date.<br />

‘Interest Period Date’ means each Interest Payment Date unless otherwise specified hereon.<br />

‘ISDA Definitions’ means the 2000 ISDA Definitions published by the International Swaps and<br />

Derivatives Association, Inc., unless otherwise specified hereon.<br />

‘Market Disruption Event’ means (i) in respect of an Underlying Security, the occurrence or<br />

existence on any Scheduled Trading Day of any Trading Disruption or an Exchange Disruption,<br />

which in either case the Calculation Agent determines in its sole and absolute discretion is<br />

material, or an Early Closure, and (ii) in respect of an Index, the occurrence or existence on any<br />

Scheduled Trading Day of a Trading Disruption or an Exchange Disruption, which in either case<br />

the Calculation Agent determines in its sole and absolute discretion is material, or an Early<br />

Closure, provided that, in the case of a Multi-Exchange Index, the securities <strong>com</strong>prised in the<br />

Index in respect of which a Trading Disruption, Exchange Disruption or an Early Closure occurs<br />

or exists amount, in the determination of the Calculation Agent, in aggregate to 20 per cent. or<br />

more of the level of the Index. For the purpose of determining whether a Market Disruption Event<br />

exists at any time in respect of a security/<strong>com</strong>modity included in the relevant Index at any time,<br />

then the relevant percentage contribution of that security/<strong>com</strong>modity to the level of the Index shall<br />

be based on a <strong>com</strong>parison of (i) the portion of the level of the relevant Index attributable to that<br />

security/<strong>com</strong>modity relative to (ii) the overall level of the relevant Index, in each case immediately<br />

before the occurrence of such Market Disruption Event, as determined by the Calculation Agent.<br />

‘Merger Date’ means the closing date of a Merger Event or, where a closing date cannot be<br />

determined under the local law applicable to such Merger Event, such other date as determined<br />

by the Calculation Agent.<br />

‘Merger Event’ means, in respect of any Underlying Securities, any (i) reclassification or change<br />

of the Underlying Securities that results in a transfer of or an irrevocable <strong>com</strong>mitment to transfer<br />

all of such Underlying Securities outstanding, to another entity or person, (ii) consolidation,<br />

amalgamation, merger or binding share exchange of the relevant Company with or into another<br />

entity or person (other than a consolidation, amalgamation, merger or binding share exchange in<br />

which the relevant Company is the continuing entity and which does not result in reclassification<br />

or change of all of such Underlying Securities outstanding), (iii) takeover offer, tender offer,<br />

exchange offer, solicitation, proposal or other event by any entity or person to purchase or<br />

otherwise obtain 100 per cent. of the outstanding Underlying Securities of the relevant Company<br />

that results in a transfer of or an irrevocable <strong>com</strong>mitment to transfer all of such Underlying<br />

Securities (other than such Underlying Securities owned or controlled by such other entity or<br />

person), or (iv) consolidation, amalgamation, merger or binding share exchange of the relevant<br />

Company or its subsidiaries with or into another entity in which such Company is the continuing<br />

entity and which does not result in a reclassification or change of all of such Underlying Securities<br />

outstanding but results in the outstanding Underlying Securities (other than Underlying Securities<br />

owned or controlled by such other entity) immediately prior to such event collectively representing<br />

less than 50 per cent. of the outstanding Underlying Securities immediately following such event<br />

(a ‘Reverse Merger’), in each case if the Merger Date is on or before the relevant Valuation Date.<br />

‘Multi-Exchange Index’ means an Index in respect of which there is more than one Exchange.<br />

‘Nationalisation’ means the event in which all the assets or substantially all the assets of a<br />

Company or the Underlying Securities of such a Company are nationalised, expropriated or are<br />

otherwise required to be transferred to any governmental agency, authority, entity or<br />

instrumentality thereof. ‘Noteholder’ shall have the meaning contained in Condition 2.<br />

31

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