Common use of Benchmark Amendments Clause in Contracts

Benchmark Amendments. If any Successor Rate, Alternative Rate or Adjustment Spread is determined in accordance with this Condition 5.2(f) and the Independent Adviser (acting in good faith and in a commercially reasonable manner) determines (i) that amendments to these Conditions (including, without limitation, amendments to the definitions of Additional Business Centre, Business Day, Business Day Convention, Day Count Fraction, Interest Determination Date or Relevant Screen Page) are necessary to ensure the proper operation of such Successor Rate, Alternative Rate and/or Adjustment Spread (such amendments, the "Benchmark Amendments") and (ii) the terms of the Benchmark Amendments (which shall not impose more onerous obligations on the party responsible for determining the Rate of Interest or expose it to any additional duties or liabilities without such party's consent), then the relevant Issuer shall, subject to giving notice thereof in accordance with Condition 5.2(f)(v), without any requirement for the consent or approval of Noteholders or Couponholders, vary these Conditions to give effect to such Benchmark Amendments with effect from the date specified in such notice. At the request of the relevant Issuer, the Principal Paying Agent, the Paying Agents and the Calculation Agent shall (at the relevant Issuer’s expense and direction), without any requirement for the consent or approval of the Noteholders or Couponholders, be obliged to concur with the relevant Issuer in effecting any Benchmark Amendments required to the Agency Agreement and these Conditions. In connection with any such variation in accordance with this Condition 5.2(f)(iv), the relevant Issuer shall comply with the rules of any stock exchange or other relevant authority on or by which the Notes are for the time being listed or admitted to trading.

Benchmark Amendments. If any Successor Rate, Rate or Alternative Rate or and (in either case) the applicable Adjustment Spread is determined in accordance with this Condition 5.2(f3(d) and the Issuer, following consultation with the Independent Adviser (acting determines in good faith and in a commercially reasonable manner) determines (iA) that amendments to these the Terms and Conditions of the Notes and/or the Agency Agreement (including, without limitation, amendments to the definitions of Additional Business Centre, Business Day, Business Day Convention, Day Count Fraction, Interest Business Days, Reset Determination Date Date, or Relevant Screen Page) are necessary to ensure the proper operation of such Successor Rate, Rate or Alternative Rate and/or and (in either case) the applicable Adjustment Spread (such amendments, the "Benchmark Amendments") and (iiB) the terms of the Benchmark Amendments (which shall not impose more onerous obligations on the party responsible for determining the Rate of Interest or expose it to any additional duties or liabilities without such party's consent)Amendments, then the relevant Issuer shall, subject to giving notice thereof in accordance with Condition 5.2(f)(v3(d)(v), without any requirement for the consent or approval of Noteholders or Couponholders, vary these the Terms and Conditions of the Notes and/or the Agency Agreement to give effect to such Benchmark Amendments with effect from the date specified in such notice. At the request of the relevant Issuer, provided that the Principal Paying Agent, the Paying Agents and the Calculation Agent shall (at the relevant Issuer’s expense and direction), without any requirement for the consent or approval of the Noteholders or Couponholders, not be obliged to concur with the relevant Issuer in effecting any give effect to such Benchmark Amendments required if in the sole opinion of the Principal Paying Agent doing so would impose more onerous obligations upon it or expose it to any additional duties, responsibilities or liabilities or reduce or amend rights and/or the protective provisions afforded to the Principal Paying Agent in the Terms and Conditions of the Notes or the Agency Agreement and these Conditions(including, for the avoidance of doubt, any supplemental deed or agreement) in any way. In connection with any such variation in accordance with this Condition 5.2(f)(iv3(d), the relevant Issuer shall comply with the rules of any stock exchange or other relevant authority on or by which the Notes are for the time being listed or admitted to trading.

Benchmark Amendments. If any Successor Rate, Rate or Alternative Rate or and, in either case, the applicable Adjustment Spread is determined in accordance with this Condition 5.2(f6(c) and the Independent Adviser (acting in good faith and in a commercially reasonable manner) determines (ia) that amendments to these Conditions (including, without limitation, amendments to the definitions of Additional Business Centre, Business Day, Business Day Convention, Day Count Fraction, Interest Determination Date or Relevant Screen Page) are necessary to ensure the proper operation of such Successor Rate, Rate or Alternative Rate and/or (in either case) the applicable Adjustment Spread (such amendments, the "“Benchmark Amendments"”) and (iib) the terms of the Benchmark Amendments (which shall not impose more onerous obligations on the party responsible for determining the Rate of Interest or expose it to any additional duties or liabilities without such party's consent)Amendments, then the relevant Issuer shall, subject to giving notice thereof in accordance with Condition 5.2(f)(v6(c)(v), without any requirement for the consent or approval of Noteholders or CouponholdersNoteholders, vary these Conditions to give effect to such Benchmark Amendments with effect from the date specified in such notice. At the request Notwithstanding any other provision of the relevant Issuerthis Condition 6(c), the Principal Paying Agent, the Paying Agents and the Calculation Agent shall (at the relevant Issuer’s expense and direction), without or any requirement for the consent or approval of the Noteholders or Couponholders, be Paying Agent is not obliged to concur with the Issuer or the Independent Adviser in respect of any changes or amendments as contemplated under this Condition 6(c) to which, in the sole opinion of the Calculation Agent or the relevant Issuer Paying Agent, as the case may be, would impose more onerous obligations upon it or expose it to any additional duties, responsibilities or liabilities or reduce or amend the protective provisions afforded to the Calculation Agent or the relevant Paying Agent (as applicable) in effecting any Benchmark Amendments required to the Agency Agreement and and/or these Conditions. In connection with any such variation in accordance with this Condition 5.2(f)(iv6(c)(iv), the relevant Issuer shall comply with the rules of any stock exchange or other relevant authority on or by which the Notes are for the time being listed or admitted to trading.

Benchmark Amendments. If any Successor Rate, Rate or Alternative Rate or and, in either case, the applicable Adjustment Spread is determined in accordance with this Condition 5.2(f) 5.6 and the Independent Adviser (acting in good faith and in a commercially reasonable manner) determines (iA) that amendments to these Conditions (includingConditions, without limitation, amendments to the definitions of Additional Business Centre, Business Day, Business Day Convention, Day Count Fraction, Interest Determination Date or Relevant Screen Page) Notes Trust Deed and/or the Agency Agreement are necessary to ensure the proper operation of such Successor Rate, Rate or Alternative Rate and/or and (in either case) the applicable Adjustment Spread (such amendments, the "“Benchmark Amendments"”) and (iiB) the terms of the Benchmark Amendments (which shall not impose more onerous obligations on the party responsible for determining the Rate of Interest or expose it to any additional duties or liabilities without such party's consent)Amendments, then the relevant Issuer shall, subject to giving notice thereof in accordance with Condition 5.2(f)(v)5.6.5, without any requirement for the consent or approval of Noteholders Noteholders, the Trustee or Couponholdersthe Agents, vary these Conditions Conditions, the Notes Trust Deed and/or the Agency Agreement to give effect to such Benchmark Amendments with effect from the date specified in such notice. At the request of the relevant Issuer, but subject to receipt by the Principal Paying AgentTrustee and the Agents, of a certificate signed by one Authorised Signatory (as defined in the Notes Trust Deed) pursuant to Condition 5.6.5, the Paying Trustee and/or the Agents and the Calculation Agent shall (at the relevant expense of the Issuer’s expense and direction), without any requirement for the consent or approval of the Noteholders or CouponholdersNoteholders, be obliged to concur with the relevant Issuer in effecting to vary these Conditions, the Notes Trust Deed and/or the Agency Agreement to give effect to any Benchmark Amendments required (including, inter alia, by the execution of a deed supplemental to or amending the Notes Trust Deed) and neither the Trustee nor any of the Agents shall be liable to any party thereof, provided that neither the Trustee nor any of the Agents shall be bound by or obliged to give effect to any Benchmark Adjustment if in the opinion of the Trustee and/or any of the Agents, the same would not be operable or would impose more onerous obligations upon it or expose it to any additional duties, responsibilities or liabilities or reduce or amend the rights and/or the protective provisions afforded to the Trustee and/or any of the Agents in these Conditions, the Notes Trust Deed (including, for the avoidance of doubt, any supplemental trust deed), the Agency Agreement and these Conditions. In connection with and/or any such variation other documents to which it is a party in accordance with this Condition 5.2(f)(iv), the relevant Issuer shall comply with the rules of any stock exchange or other relevant authority on or by which the Notes are for the time being listed or admitted to tradingway.

Benchmark Amendments. If any Successor Rate, Alternative Rate or Adjustment Spread is determined in accordance with this Condition 5.2(f) 4D and the Independent Adviser (Benchmark Calculation Agent, acting in good faith and in a commercially reasonable manner) , and by reference to such sources as it deems appropriate, which may include consultation with an Independent Adviser, determines in its sole discretion (iA) that amendments to these Terms and Conditions (including, without limitation, amendments to and/or the definitions of Additional Business Centre, Business Day, Business Day Convention, Day Count Fraction, Interest Determination Date or Relevant Screen Page) Agency Agreement are necessary to ensure the proper operation of such Successor Rate, Alternative Rate and/or Adjustment Spread (such amendments, the "Benchmark Amendments") and (iiB) the terms of the Benchmark Amendments (which shall not impose more onerous obligations on the party responsible for determining the Rate of Interest or expose it to any additional duties or liabilities without such party's consent)Amendments, then the relevant Issuer Bank and the Fiscal Agent and/or the Benchmark Calculation Agent, as applicable, shall, subject to giving notice thereof in accordance with Condition 5.2(f)(v)4D.05, without any requirement for the consent or approval of Noteholders Noteholders, Receiptholders or Couponholders, vary agree to the necessary modifications to these Terms and Conditions and/or the Agency Agreement to give effect to such Benchmark Amendments with effect from the date specified in such notice. At the request of the relevant Issuer, the Principal Paying Agent, the Paying Agents and the Calculation Agent shall (at the relevant Issuer’s expense and direction), without any requirement for the consent or approval of the Noteholders or Couponholders, be obliged to concur with the relevant Issuer in effecting any Benchmark Amendments required to the Agency Agreement and these Conditions. In connection with any such variation modifications in accordance with this Condition 5.2(f)(iv)4D.03, the relevant Issuer Bank shall comply with the rules of any stock exchange or other relevant authority on or by which the Notes are for the time being listed or admitted to trading. Notwithstanding any other provision of this Condition 4D, no Successor Rate, Alternative Rate or Adjustment Spread will be adopted, nor will any other amendment to the terms and conditions of any Series of Notes be made to effect the Benchmark Amendments, if and to the extent that, in the determination of the Bank, the same could reasonably be expected to prejudice the treatment of any relevant Series of Subordinated Notes as Tier 2 capital of the Bank.

Benchmark Amendments. If any Successor Rate, Rate or Alternative Rate or and, in either case, the applicable Adjustment Spread is determined in accordance with this Condition 5.2(fSection 3.7(c)(vi) and the Issuer, following consultation with the Independent Adviser (Advisor and acting in good faith and in a commercially reasonable manner) , determines (i) that amendments to these Conditions (including, without limitation, amendments to the definitions of Additional Business Centre, Business Day, Business Day Convention, Day Count Fraction, Interest Determination Date or Relevant Screen Page) provisions and/or this Indenture are necessary to ensure the proper operation of such Successor Rate, or Alternative Rate and/or and (in either case) the applicable Adjustment Spread (such amendments, the "“Benchmark Amendments"”) and (ii) the terms of the Benchmark Amendments (which shall not impose more onerous obligations on the party responsible for determining the Rate of Interest or expose it to any additional duties or liabilities without such party's consent)Amendments, then the relevant Issuer shall, subject to giving notice thereof in accordance with Condition 5.2(f)(vSection 3.7(c)(vi)(E), without any requirement for the consent or approval of Noteholders or CouponholdersHolders, vary these Conditions terms and/or this Indenture to give effect to such Benchmark Amendments with effect from the date specified in such notice. At the request of the relevant Issuer, but subject to receipt by the Principal Paying AgentTrustee of an Officer’s Certificate pursuant to Section 3.7(c)(vi)(E), the Paying Agents and the Calculation Agent Trustee shall (at the relevant expense of the Issuer’s expense and direction), without any requirement for the consent or approval of the Noteholders or CouponholdersHolders, be obliged to concur with the relevant Issuer in effecting any Benchmark Amendments required (including, inter alia, by the execution of a supplemental indenture to or amending this Indenture), provided that the Trustee shall not be obliged so to concur if in the opinion of the Trustee doing so would impose more onerous obligations upon it or expose it to any additional duties, responsibilities or liabilities or reduce or amend the protective provisions afforded to the Agency Agreement and these ConditionsTrustee in this Indenture (including, for the avoidance of doubt, any supplemental indenture) in any way. The Calculation Agent or any Paying Agent is not obliged to concur with the Issuer in effecting any Benchmark Amendments which, in the sole opinion of the Calculation Agent or the relevant Paying Agent, as the case may be, would impose more onerous obligations upon it or expose it to any additional duties, responsibilities or liabilities or reduce or amend the protective provisions afforded to the Calculation Agent or the relevant Paying Agent (as applicable). In connection with any such variation in accordance with this Condition 5.2(f)(ivSection 3.7(c)(vi), the relevant Issuer shall comply with the rules of any stock exchange or other relevant authority on or by which the Notes are for the time being listed or admitted to trading. Notwithstanding any other provision of this Section 3.7(c)(vi), no Successor Rate or Alternative Rate will be adopted, nor will the applicable Adjustment Spread be applied, nor will any Benchmark Amendments be made, if and to the extent that, in the determination of the Issuer, the same could reasonably be expected to prejudice the then current or future qualification of the Notes as (i) own funds and eligible liabilities or loss absorbing capacity instruments for the purposes of the Relevant Regulator or by the Loss Absorption Regulations, in the case of Senior Notes that are Loss Absorption Notes, or further, in the case of Senior Notes that are Loss Absorption Notes, could reasonably be expected to result in the Relevant Regulator treating the next Interest Payment Date or Reset Date as the effective maturity date of the relevant Notes, rather than the relevant Maturity Date, and (ii) Tier 2 Capital, in the case of Subordinated Notes.

Benchmark Amendments. If any Successor Rate, Rate or Alternative Rate or and (in either case) the applicable Adjustment Spread is determined in accordance with the foregoing provisions of this Condition 5.2(f6.7(I) and the Issuer, following consultation with the Independent Adviser (and acting in good faith and in a commercially reasonable manner) determines , determines: (i) that additional amendments to these Conditions (including, without limitation, amendments to and/or the definitions of Additional Business Centre, Business Day, Business Day Convention, Day Count Fraction, Interest Determination Date or Relevant Screen Page) Agency Agreement are necessary to ensure the proper operation of such Successor Rate, Rate or Alternative Rate and/or and (in either case) the applicable Adjustment Spread (such amendments, the "“Benchmark Amendments"”) and (ii) the terms of the Benchmark Amendments (which shall not impose more onerous obligations on the party responsible for determining the Rate of Interest or expose it to any additional duties or liabilities without such party's consent)Amendments, then the relevant Issuer shall, subject to giving notice thereof in accordance with Condition 5.2(f)(v6.7(I)(e), without any requirement for the consent or approval of Noteholders or Couponholders, vary these Conditions and/or the Agency Agreement to give effect to such Benchmark Amendments with effect from the date specified in such notice. At the request of the relevant Issuer, the Principal Paying Agent, the Paying Agents and the Calculation Agent shall (at the relevant Issuer’s expense and direction), without any requirement for the consent or approval of the Noteholders or Couponholders, be obliged to concur with the relevant Issuer in effecting any Benchmark Amendments required to the Agency Agreement and these Conditions. In connection with any such variation in accordance with this Condition 5.2(f)(iv6.7(I)(d), the relevant Issuer shall comply with the rules of any stock exchange or other relevant authority on or by which the Notes are for the time being listed or admitted to trading. Notwithstanding the foregoing provisions of this Condition 6.7(I)(d), neither the Calculation Agent nor any other Paying Agent is obliged to concur with the Issuer in respect of any Benchmark Amendments that, in the sole opinion of the Calculation Agent or such other Paying Agent, in each case, acting reasonably and in good faith, would impose more onerous obligations upon it or expose it to any additional duties, responsibilities or liabilities or reduce or amend the protective provisions afforded to the Calculation Agent or, as the case may be, such other Paying Agent in the Agency Agreement.

Benchmark Amendments. If any Successor Rate, Alternative Rate or Adjustment Spread is determined in accordance with this Condition 5.2(f3(d) and the Issuer, following consultation with the Independent Adviser (acting determines in good faith and in a commercially reasonable manner) determines (iA) that amendments to these the Terms and Conditions of the Notes and/or the Agency Agreement (including, without limitation, amendments to the definitions of Additional Business Centre, Business Day, Business Day Convention, Day Count Fraction, Interest Business Days, Reset Determination Date Date, or Relevant Screen Page) are necessary to ensure the proper operation of such Successor Rate, Alternative Rate and/or Adjustment Spread (such amendments, the "Benchmark Amendments") and (iiB) the terms of the Benchmark Amendments (which shall not impose more onerous obligations on the party responsible for determining the Rate of Interest or expose it to any additional duties or liabilities without such party's consent)Amendments, then the relevant Issuer shall, subject to giving notice thereof in accordance with Condition 5.2(f)(v3(d)(v), without any requirement for the consent or approval of Noteholders or Couponholders, vary these the Terms and Conditions of the Notes and/or the Agency Agreement to give effect to such Benchmark Amendments with effect from the date specified in such notice. At the request of the relevant Issuer, provided that the Principal Paying Agent, the Paying Agents and the Calculation Agent shall (at the relevant Issuer’s expense and direction), without any requirement for the consent or approval of the Noteholders or Couponholders, not be obliged to concur with the relevant Issuer in effecting any give effect to such Benchmark Amendments required if in the sole opinion of the Principal Paying Agent doing so would impose more onerous obligations upon it or expose it to any additional duties, responsibilities or liabilities or reduce or amend rights and/or the protective provisions afforded to the Principal Paying Agent in the Terms and Conditions of the Notes or the Agency Agreement and these Conditions(including, for the avoidance of doubt, any supplemental deed or agreement) in any way. In connection with any such variation in accordance with this Condition 5.2(f)(iv3(d), the relevant Issuer shall comply with the rules of any stock exchange or other relevant authority on or by which the Notes are for the time being listed or admitted to trading.

Benchmark Amendments. If any Successor Rate, Alternative Rate or Adjustment Spread is determined in accordance with this Condition 5.2(f) and the Independent Adviser (acting in good faith and in a commercially reasonable manner) determines (i) that amendments to these Conditions (including, without limitation, amendments to the definitions of Additional Business Centre, Business Day, Business Day Convention, Day Count Fraction, Interest Determination Date or Relevant Screen Page) are necessary to ensure the proper operation of such Successor Rate, Alternative Rate and/or Adjustment Spread (such amendments, the "Benchmark Amendments") and (ii) the terms of the Benchmark Amendments (which shall not impose more onerous obligations on the party responsible for determining the Rate of Interest or expose it to any additional duties or liabilities without such party's consent), then the relevant Issuer shall, subject to giving notice thereof in accordance with Condition 5.2(f)(v), without any requirement for the consent or approval of Noteholders or Couponholders, vary these Conditions to give effect to such Benchmark Amendments with effect from the date specified in such notice. At the request of the relevant Issuer, the Principal Paying Agent, the Paying Agents and the Calculation Agent shall (at the relevant Issuer’s expense and direction), without any requirement for the consent or approval of the Noteholders or Couponholders, be obliged to concur with the relevant Issuer in effecting any Benchmark Amendments required to the Agency Agreement and these Conditions. In connection with any such variation in accordance with this Condition 5.2(f)(iv), the relevant Issuer shall comply with the rules of any stock exchange or other relevant authority on or by which the Notes are for the time being listed or admitted to trading.

Benchmark Amendments. If any Successor Rate, Alternative Rate or Adjustment Spread is determined in accordance with this Condition 5.2(f) 4.3 and the Independent Adviser (Issuer, acting in good faith and faith, in a commercially reasonable manner) manner and by reference to such sources as it deems appropriate, which may include consultation with an Independent Adviser, determines in its discretion (iA) that amendments to these Conditions (includingConditions, without limitation, amendments to the definitions of Additional Business Centre, Business Day, Business Day Convention, Day Count Fraction, Interest Determination Date or Relevant Screen Page) Agency Agreement and/or the Trust Deed are necessary to ensure the proper operation of such Successor Rate, Alternative Rate and/or Adjustment Spread (such amendments, the "“Benchmark Amendments"”) and (iiB) the terms of the Benchmark Amendments (which shall not impose more onerous obligations on the party responsible for determining the Rate of Interest or expose it to any additional duties or liabilities without such party's consent)Amendments, then the relevant Issuer shall, subject to giving the Issuer having to give notice thereof to the Trustee and the Noteholders in accordance with Condition 5.2(f)(v)13, without any requirement for the consent or approval of Noteholders or the Couponholders, vary modify these Conditions and/or the Trust Deed and/or the Agency Agreement to give effect to such Benchmark Amendments with effect from the date specified in such notice. At Prior to any such Benchmark Amendments taking effect, the request Issuer shall provide a certificate signed by two Directors to the Trustee confirming, in the Issuer's reasonable opinion (following consultation with the Independent Adviser), (i) that a Benchmark Event has occurred, (ii) the Successor Rate or Alternative Reference Rate (as applicable), (iii) where applicable, any Adjustment Spread and (iv) where applicable, the terms of any Benchmark Amendments in each case determined in accordance with this Condition 4 that such Benchmark Amendments are necessary to give effect to any application of this Condition 4 and the relevant Trustee shall be entitled to rely on such certificate without further enquiry or liability to any person. For the avoidance of doubt, the Trustee shall not be liable to the Noteholders, the Couponholders or any other person for so acting or relying on such certificate, irrespective of whether any such modification is or may be materially prejudicial to the interests of any such person. The Successor Rate or Alternative Reference Rate (as applicable) or where applicable, any Adjustment Spread and any Benchmark Amendments and without prejudice to the Trustee’s ability to rely on such certificate (as aforesaid) will be binding on the Issuer, the Principal Paying AgentTrustee, the Agent (or such other Calculation Agent specified in the applicable Final Terms) the other Paying Agents Agents, the Noteholders and the Calculation Agent shall (Couponholders. The Trustee shall, at the relevant Issuer’s direction and expense and direction), without any requirement for the consent or approval of the Noteholders or CouponholdersIssuer, but subject to receipt by the Trustee of a certificate signed by two Directors (as aforesaid), be obliged to concur with the relevant Issuer in effecting any Benchmark Amendments (including, inter alia, by the execution of a deed supplemental to or amending the Trust Deed and, if required, the Agency Agreement), provided that the Trustee shall not be required to effect any Benchmark Amendments if the Agency Agreement and these Conditionssame would impose, in the Trustee's sole opinion, more onerous obligations upon it or expose it to any additional duties, responsibilities or liabilities or reduce, or amend its rights and/or the protective provisions afforded to it. For the avoidance of doubt, no Noteholder or Couponholder consent shall be required in connection with effecting the Benchmark Amendments or such other changes, including for the execution of any documents, amendments or other steps by the Issuer or the Trustee (if required). In connection with any such variation modifications in accordance with this Condition 5.2(f)(iv4.3(c), the relevant Issuer shall comply with the rules of any stock exchange or other relevant authority on or by which the Notes are for the time being listed or admitted to trading. Any Benchmark Amendments determined under this Condition 4.3(c) shall be notified promptly by the Issuer to the Agent (or such other Calculation Agent specified in the applicable Final Terms), the Trustee and, in accordance with Condition 13, the Noteholders. Such notice shall be irrevocable and shall specify the effective date of such Benchmark Amendments.

Benchmark Amendments. If any Successor Rate, Rate or Alternative Rate or and, in either case, the applicable Adjustment Spread is determined in accordance with this Condition 5.2(f5(j) and the Independent Adviser (acting in good faith and in a commercially reasonable manner) Adviser, determines (i) that amendments to these Conditions (including, without limitation, amendments to and/or the definitions of Additional Business Centre, Business Day, Business Day Convention, Day Count Fraction, Interest Determination Date or Relevant Screen Page) Agency Agreement are necessary to ensure the proper operation of such Successor Rate, Rate or Alternative Rate and/or (in either case) the applicable Adjustment Spread (such amendments, the "“Benchmark Amendments"”) and (ii) the terms of the Benchmark Amendments (which shall not impose more onerous obligations on the party responsible for determining the Rate of Interest or expose it to any additional duties or liabilities without such party's consent)Amendments, then the relevant Issuer shall, subject to giving notice thereof in accordance with Condition 5.2(f)(v5(j)(v), without any requirement for the consent or approval of Noteholders or CouponholdersNoteholders, vary these Conditions and/or Agency Agreement to give effect to such Benchmark Amendments with effect from the date specified in such notice. At For the request avoidance of the relevant Issuerdoubt, the Principal Paying Fiscal Agent, the Paying Agents and any other agents party to the Agency Agreement shall, at the direction and expense of the Issuer, effect such consequential amendments to these Conditions and/or the Agency Agreement as may be required in order to give effect to the application of this Condition 5(j). Notwithstanding any other provision of this Condition 5(j), the Calculation Agent shall (at the relevant Issuer’s expense and direction), without or any requirement for the consent or approval of the Noteholders or Couponholders, be Paying Agent is not obliged to concur with the Issuer or the Independent Adviser in respect of any changes or amendments as contemplated under this Condition 5(j) to which, in the sole opinion of the Calculation Agent or the relevant Issuer Paying Agent, as the case may be, would impose more onerous obligations upon it or expose it to any additional duties, responsibilities or liabilities or reduce or amend the protective provisions afforded to the Calculation Agent or the relevant Paying Agent (as applicable) in effecting any Benchmark Amendments required to the Agency Agreement and and/or these Conditions. In connection with any such variation in accordance with this Condition 5.2(f)(iv5(j)(iv), the relevant Issuer shall comply with the rules of any stock exchange or other relevant authority on or by which the Notes are for the time being listed or admitted to trading.

Benchmark Amendments. If any Successor Rate, Rate or Alternative Rate or and, in either case, the applicable Adjustment Spread is determined in accordance with this Condition 5.2(f5(k) and the Independent Adviser (acting in good faith and in a commercially reasonable manner) manner determines (i) that amendments to these Conditions (including, without limitation, amendments to and/or the definitions of Additional Business Centre, Business Day, Business Day Convention, Day Count Fraction, Interest Determination Date or Relevant Screen Page) Agency Agreement are necessary to ensure the proper operation of such Successor Rate, Rate or Alternative Rate and/or (in either case) the applicable Adjustment Spread (such amendments, the "“Benchmark Amendments"”) and (ii) the terms of the Benchmark Amendments (which shall not impose more onerous obligations on the party responsible for determining the Rate of Interest or expose it to any additional duties or liabilities without such party's consent)Amendments, then the relevant Issuer shall, subject to giving notice thereof in accordance with Condition 5.2(f)(v5(k)(v), without any requirement for the consent or approval of Noteholders or Couponholders, vary these Conditions and/or the Agency Agreement to give effect to such Benchmark Amendments with effect from the date specified in such notice. At the request of the relevant Issuer, the Principal Paying Agent, the Paying Agents and the Calculation Fiscal Agent shall (at the relevant Issuer’s expense and direction)shall, without any requirement for the consent or approval of the Noteholders or Couponholders, be obliged to concur with the relevant Issuer in effecting any Benchmark Amendments required (including inter alia, by the execution of a deed supplemental to or amending the Agency Agreement). Notwithstanding any other provision of this Condition 5(k), neither the Calculation Agent nor any Paying Agent is obliged to concur with the Issuer or the Independent Adviser in respect of any changes or amendments as contemplated under this Condition 5(k) to which, in the sole opinion of the Calculation Agent or the relevant Paying Agent, as the case may be, would impose more onerous obligations upon it or expose it to any additional duties, responsibilities or liabilities or reduce or amend the protective provisions afforded to the Calculation Agent or the relevant Paying Agent (as applicable) in the Agency Agreement and and/or these Conditions. In connection with any such variation in accordance with this Condition 5.2(f)(iv5(k)(iv), the relevant Issuer shall comply with the rules of any stock exchange or other relevant authority on or by which the Notes are for the time being listed or admitted to trading. Notwithstanding any other provision of this Condition 5(k), if in the Calculation Agent, the Fiscal Agent, or any Paying Agent’s opinion there is any uncertainty between two or more alternative courses of action in making any determination or calculation under this Condition 5(k), the Calculation Agent, the Fiscal Agent, or the relevant Paying Agent (as the case may be) shall promptly notify the Issuer thereof and the Issuer shall direct the Calculation Agent, the Fiscal Agent, or the Paying Agents in writing as to which alternative course of action to adopt. If the Calculation Agent, the Fiscal Agent, or the relevant Paying Agent is not promptly provided with such direction, or is otherwise unable to make such calculation or determination for any reason, it shall notify the Issuer thereof and the Calculation Agent, the Fiscal Agent, or the relevant Paying Agent shall be under no obligation to make such calculation or determination and shall not incur any liability for not doing so.

Benchmark Amendments. If any Successor Rate, Rate or Alternative Rate or and, in either case, the applicable Adjustment Spread is determined in accordance with this Condition 5.2(f4(b)(viii) and the Independent Adviser (acting in good faith and in a commercially reasonable manner) Adviser, determines (i) that amendments to these Conditions and/or the Agency Agreement and/or (including, without limitation, amendments to in the definitions case of Additional Business Centre, Business Day, Business Day Convention, Day Count Fraction, Interest Determination Date or Relevant Screen PageRegistered Notes) the Note Agency Agreement are necessary to ensure the proper operation of such Successor Rate, Rate or Alternative Rate and/or (in either case) the applicable Adjustment Spread (such amendments, the "“Benchmark Amendments"”) and (ii) the terms of the Benchmark Amendments (which shall not impose more onerous obligations on the party responsible for determining the Rate of Interest or expose it to any additional duties or liabilities without such party's consent)Amendments, then the relevant Issuer shall, subject to giving notice thereof in accordance with Condition 5.2(f)(v4(b)(viii)(E), without any requirement for the consent or approval of Noteholders or CouponholdersNoteholders, vary these Conditions and/or the Agency Agreement and/or (in the case of Registered Notes) the Note Agency Agreement to give effect to such Benchmark Amendments with effect from the date specified in such notice. At the request Notwithstanding any other provision of the relevant Issuerthis Condition 4(b)(viii), the Principal Paying Agent, the Paying Agents and the Calculation Agent shall (at the relevant Issuer’s expense and direction), without or any requirement for the consent or approval of the Noteholders or Couponholders, be Paying Agent is not obliged to concur with the Issuer or the Independent Adviser in respect of any changes or amendments as contemplated under this Condition 4(b)(viii) to which, in the sole opinion of the Calculation Agent or the relevant Issuer Paying Agent, as the case may be, would impose more onerous obligations upon it or expose it to any additional duties, responsibilities or liabilities or reduce or amend the protective provisions afforded to the Calculation Agent or the relevant Paying Agent (as applicable) in effecting any Benchmark Amendments required to the Agency Agreement and or (in the case of Registered Notes) the Note Agency Agreement and/or these Conditions. In connection with any such variation in accordance with this Condition 5.2(f)(iv4(b)(viii)(D), the relevant Issuer shall comply with the rules of any stock exchange or other relevant authority on or by which the Notes are for the time being listed or admitted to trading.

Benchmark Amendments. If any Successor Rate, Rate or Alternative Rate or and, in either case, the applicable Adjustment Spread is determined in accordance with this Condition 5.2(f4(d) and the Independent Adviser (acting in good faith and in a commercially reasonable manner) determines (i) that amendments to these Conditions (including, without limitation, amendments to the definitions of Additional Business Centre, Business Day, Business Day Convention, Day Count Fraction, Interest Determination Date or Relevant Screen Page) are necessary to ensure the proper operation of such Successor Rate, Rate or Alternative Rate and/or (in either case) the applicable Adjustment Spread (such amendments, the "“Benchmark Amendments"”) and (ii) the terms of the Benchmark Amendments (which shall not impose more onerous obligations on the party responsible for determining the Rate of Interest or expose it to any additional duties or liabilities without such party's consent)Amendments, then the relevant Issuer shall, subject to giving notice thereof in accordance with Condition 5.2(f)(v4(d)(iv), without any requirement for the consent or approval of Noteholders or CouponholdersSecurityholders, vary these Conditions to give effect to such Benchmark Amendments with effect from the date specified in such notice. At the request Notwithstanding any other provision of the relevant Issuerthis Condition 4(d), the Principal Paying Agent, the Paying Agents and the Calculation Agent shall (at the relevant Issuer’s expense and direction), without or any requirement for the consent or approval of the Noteholders or Couponholders, be Paying Agent is not obliged to concur with the Issuer or the Independent Adviser in respect of any changes or amendments as contemplated under this Condition 4(d) to which, in the sole opinion of the Calculation Agent or the relevant Issuer Paying Agent, as the case may be, would impose more onerous obligations upon it or expose it to any additional duties, responsibilities or liabilities or reduce or amend the protective provisions afforded to the Calculation Agent or the relevant Paying Agent (as applicable) in effecting any Benchmark Amendments required to the Agency Agreement and and/or these Conditions. In connection with any such variation in accordance with this Condition 5.2(f)(iv4(d)(iv), the relevant Issuer shall comply with the rules of any stock exchange or other relevant authority on or by which the Notes Securities are for the time being listed or admitted to trading.. Benchmark Amendments may comprise, by way of example, the following amendments: (A) amendments to the definition of “EUR 5 year Swap Rate”, including the "EUR Reset Screen Page" and/or the method for determining the fallback rate in relation to the EUR 5 year Swap Rate; (B) amendments to the day-count fraction and the definitions of "Business Day", "Interest Payment Date", "Reset Date", "Reset Interest Determination Date", and/or "Interest Period" (including the determination whether the Alternative Rate will be determined in advance on or prior to the relevant Reset Period or in arrear on or prior to the end of the relevant Reset Period); and/or

Benchmark Amendments. If Notwithstanding the provisions of Condition 14.3 (Modification), if any Successor Rate, Rate or Alternative Rate or and, in either case, the applicable Adjustment Spread is determined in accordance with this Condition 5.2(f6.4 (Benchmark discontinuation) and the Independent Adviser (acting in good faith and in a commercially reasonable manner) determines (i) that amendments to these Conditions (including, without limitation, amendments to the definitions of Additional Business Centre, Business Day, Business Day Convention, Day Count Fraction, Interest Determination Date or Relevant Screen Page) are necessary to ensure the proper operation of such Successor Rate, Rate or Alternative Rate and/or (in either case) the applicable Adjustment Spread (such amendments, the "“Benchmark Amendments"”) and (ii) the terms of the Benchmark Amendments (which shall not impose more onerous obligations on the party responsible for determining the Rate of Interest or expose it to any additional duties or liabilities without such party's consent)Amendments, then the relevant Issuer shall, subject to giving notice thereof in accordance with Condition 5.2(f)(v6.4(e) (Notices), without any requirement for the consent or approval of Noteholders or CouponholdersNoteholders, vary these Conditions to give effect to such Benchmark Amendments with effect from the date specified in such notice. At the request Subject to receipt of the relevant Issuernotice given in accordance with Condition 6.4(e) (Notices), the Principal Paying AgentAgent or, if applicable, the Calculation Agent and the Paying Agents and the Calculation Agent shall (at the relevant Issuer’s expense and direction)shall, without any requirement for the consent or approval of liability to the Noteholders or Couponholdersany other person, be obliged to concur with the relevant Issuer in effecting any of the Benchmark Amendments required with effect from the date specified in the notice referred to in Condition 6.4(e) (Notices) below. For the avoidance of doubt, for the period that the Agent or, if applicable, the Calculation Agent remains uncertain of the application of the Successor Rate, Alternative Rate and/or Adjustment Spread in the calculation or determination of any Rate of Interest (or any component part thereof), the Original Reference Rate and the fallback provisions provided for in this Condition 6.4 (Benchmark discontinuation) and the Agency Agreement and these Conditionswill continue to apply. None of the Paying Agents or the Calculation Agent shall be responsible or liable for any action or inaction of the Independent Adviser or in respect of the determination of any Successor Rate or Alternative Rate or any Adjustment Spread or Benchmark Amendments. In connection with any such variation in accordance with this Condition 5.2(f)(iv6.4(d) (Benchmark Amendments), the relevant Issuer shall comply with the rules of any stock exchange or other relevant authority on or by which the Notes are for the time being listed or admitted to trading.

Benchmark Amendments. If any Successor Rate, Rate or Alternative Rate or and, in either case, the applicable Adjustment Spread is determined in accordance with this Condition 5.2(f) 4.4 and the Independent Adviser (acting in good faith and in a commercially reasonable manner) determines (i) that amendments to these Conditions (including, without limitation, amendments to and/or the definitions of Additional Business Centre, Business Day, Business Day Convention, Day Count Fraction, Interest Determination Date or Relevant Screen Page) Agency Agreement are necessary to ensure the proper operation of such Successor Rate, Rate or Alternative Rate and/or and, in either case, the applicable Adjustment Spread (such amendments, the "“Benchmark Amendments"”) and (ii) the terms of the Benchmark Amendments (which shall not impose more onerous obligations on the party responsible for determining the Rate of Interest or expose it to any additional duties or liabilities without such party's consent)Amendments, then the relevant Issuer shall, subject to giving notice thereof in accordance with Condition 5.2(f)(v4.4(e), without any requirement for the consent or approval of Noteholders or CouponholdersNoteholders, vary these Conditions and/or the Agency Agreement to give effect to such Benchmark Amendments with effect from the date specified in such notice. At the request Notwithstanding any other provision of the relevant Issuerthis Condition 4.4, the Principal Paying Agent, the Paying Agents and the Calculation Agent shall (at the relevant Issuer’s expense and direction), without or any requirement for the consent or approval of the Noteholders or Couponholders, be Paying Agent is not obliged to concur with the Issuer or the Independent Adviser in respect of any changes or amendments as contemplated under this Condition 4.4 to which, in the sole opinion of the Calculation Agent or the relevant Issuer Paying Agent, as the case may be, would impose more onerous obligations upon it or expose it to any additional duties, responsibilities or liabilities or reduce or amend the protective provisions afforded to the Calculation Agent or the relevant Paying Agent (as applicable) in effecting any Benchmark Amendments required to the Agency Agreement and and/or these Conditions. In connection with any such variation in accordance with this Condition 5.2(f)(iv4.4(d), the relevant Issuer shall comply with the rules of any stock exchange or other relevant authority on or by which the Notes are for the time being listed or admitted to trading. Benchmark Amendments may comprise, by way of example, the following amendments: (A) amendments to the definition of “Original Reference Rate”; (B) amendments to the day-count fraction and the definitions of "Business Day", "Interest Payment Date", "Rate of Interest", and/or "Interest Period" (including the determination whether the Alternative Rate will be determined in advance on or prior to the relevant Interest Period or in arrear on or prior to the end of the relevant Interest Period); and/or (C) any change to the business day convention.

Benchmark Amendments. If any Successor Rate, Rate or Alternative Rate or and, in either case, the applicable Adjustment Spread is determined in accordance with this Condition 5.2(f5(i) and the Independent Adviser (acting in good faith and in a commercially reasonable manner) or the Issuer, as applicable, determines (i) that amendments to these Conditions (including, without limitation, amendments to and/or the definitions of Additional Business Centre, Business Day, Business Day Convention, Day Count Fraction, Interest Determination Date or Relevant Screen Page) Agency Agreement are necessary to ensure the proper operation of such Successor Rate, Rate or Alternative Rate and/or (in either case) the applicable Adjustment Spread (such amendments, the "“Benchmark Amendments"”) and (ii) the terms of the Benchmark Amendments (which shall not impose more onerous obligations on the party responsible for determining the Rate of Interest or expose it to any additional duties or liabilities without such party's consent)Amendments, then the relevant Issuer shall, subject to giving notice thereof in accordance with Condition 5.2(f)(v5(i)(v), without any requirement for the consent or approval of Noteholders or Couponholders, vary these Conditions and/or the Agency Agreement to give effect to such Benchmark Amendments with effect from the date specified in such notice. At the request of the relevant Issuer, but subject to receipt by the Principal Paying AgentFiscal Agent of a certificate signed by two directors of the Issuer pursuant to Condition 5(i)(v), the Paying Agents and the Calculation Fiscal Agent shall (at the relevant expense of the Issuer’s expense and direction), without any requirement for the consent or approval of the Noteholders or Couponholders, be obliged to concur with the relevant Issuer in effecting any Benchmark Amendments required (including inter alia, by the execution of a deed or an agreement supplemental to or amending the Agency Agreement), provided that the Fiscal Agent shall not be obliged so to concur if in the opinion of the Fiscal Agent doing so would impose more onerous obligations upon it or expose it to any additional duties, responsibilities or liabilities or reduce the protective provisions afforded to the Fiscal Agent in these Conditions or the Agency Agreement and these Conditions(including, for the avoidance of doubt, any supplemental agency agreement) in any way. In connection with any such variation in accordance with this Condition 5.2(f)(iv5(i)(iv), the relevant Issuer shall comply with the rules of any stock exchange or other relevant authority on or by which the Notes are for the time being listed or admitted to trading.

Benchmark Amendments. If any Successor Rate, Alternative Rate or Adjustment Spread is determined in accordance with this Condition 5.2(f4(e) and the Independent Adviser (Issuer, acting in good faith and faith, in a commercially reasonable manner) manner and by reference to such sources as it deems appropriate, which may include consultation with an Independent Adviser, determines in its discretion (iA) that amendments to these Conditions (including, without limitation, amendments to and/or the definitions of Additional Business Centre, Business Day, Business Day Convention, Day Count Fraction, Interest Determination Date or Relevant Screen Page) Agency Agreement are necessary to ensure the proper operation (having regard to prevailing market practice, if any) of such Successor Rate, Alternative Rate and/or Adjustment Spread (such amendments, the "Benchmark Amendments") and (iiB) the terms of the Benchmark Amendments (which shall not impose more onerous obligations on the party responsible for determining the Rate of Interest or expose it to any additional duties or liabilities without such party's consent)Amendments, then the relevant Issuer shalland the Principal Paying Agent and/or the Calculation Agent, subject to giving notice thereof in accordance with Condition 5.2(f)(v)as applicable, shall agree without any requirement for the consent or approval of Noteholders or Couponholders, vary to the necessary modifications to these Conditions and/or the Agency Agreement to give effect to such Benchmark Amendments with effect from the date specified in such notice. At , subject to the request Issuer having to give notice thereof to the Noteholders in accordance with Condition 12 and any Benchmark Amendments not increasing the obligations or duties, or decreasing the rights or protections, of the relevant IssuerPrincipal Paying Agent or the Calculation Agent, as applicable, in these Conditions and/or the Agency Agreement unless agreed between the Issuer and the Principal Paying Agent or the Calculation Agent, as applicable. Notwithstanding any other provision of this Condition 4, if in the Principal Paying Agent’s or Calculation Agent’s opinion, as applicable, there is any uncertainty between two or more alternative courses of action in making any determination or calculation under this Condition 4, the Principal Paying Agent or Calculation Agent, as applicable, shall promptly notify the Paying Agents Issuer thereof and the Issuer shall direct the Principal Paying Agent or Calculation Agent, as applicable, in writing as to which alternative course of action to adopt. If the Principal Paying Agent or Calculation Agent, as applicable, is not promptly provided with such direction, or is otherwise unable to make such calculation or determination for any reason, it shall (at notify the relevant Issuer’s expense Issuer thereof and direction)the Principal Paying Agent or Calculation Agent, without as applicable, shall be under no obligation to make such calculation or determination and shall not incur any requirement liability for the consent or approval of the Noteholders or Couponholders, be obliged to concur with the relevant Issuer in effecting any Benchmark Amendments required to the Agency Agreement and these Conditionsnot doing so. In connection with any such variation modifications in accordance with this Condition 5.2(f)(iv4(e)(iii), if and for so long as the relevant Notes are admitted to trading and listed on the official list of a stock exchange, the Issuer shall comply with the rules of any that stock exchange exchange. Any Benchmark Amendments determined under this Condition 4(e)(iii) shall be notified promptly by the Issuer to the Principal Paying Agent or other relevant authority on or by which the Notes are for Calculation Agent, as applicable, and, in accordance with Condition 12, the time being listed or admitted to tradingNoteholders. Such notice shall be irrevocable and shall specify the effective date of such Benchmark Amendments.

Benchmark Amendments. If any Successor Rate, Rate or Alternative Rate or and, in either case, the applicable Adjustment Spread is determined in accordance with this Condition 5.2(f5(k) and the Independent Adviser (acting in good faith and in a commercially reasonable manner) determines (i) that amendments to these Conditions (including, without limitation, amendments to and/or the definitions of Additional Business Centre, Business Day, Business Day Convention, Day Count Fraction, Interest Determination Date or Relevant Screen Page) Agency Agreement are necessary to ensure the proper operation of such Successor Rate, Rate or Alternative Rate and/or (in either case) the applicable Adjustment Spread (such amendments, the "“Benchmark Amendments"”) and (ii) the terms of the Benchmark Amendments (which shall not impose more onerous obligations on the party responsible for determining the Rate of Interest or expose it to any additional duties or liabilities without such party's consent)Amendments, then the relevant Issuer shall, subject to giving notice thereof in accordance with Condition 5.2(f)(v5(k)(v), without any requirement for the consent or approval of Noteholders or CouponholdersNoteholders, vary these Conditions and/or the Agency Agreement to give effect to such Benchmark Amendments with effect from the date specified in such notice. At the request Notwithstanding any other provision of the relevant Issuerthis Condition 5(k)(iv), the Principal Paying Agent, the Paying Agents and the Calculation Agent shall (at the relevant Issuer’s expense and direction), without or any requirement for the consent or approval of the Noteholders or Couponholders, be Paying Agent is not obliged to concur with the Issuer or the Independent Adviser in respect of any changes or amendments as contemplated under this Condition 5(k)(iv) to which, in the sole opinion of the Calculation Agent or the relevant Issuer Paying Agent, as the case may be, would impose more onerous obligations upon it or expose it to any additional duties, responsibilities or liabilities or reduce or amend the protective provisions afforded to the Calculation Agent or the relevant Paying Agent (as applicable) in effecting any Benchmark Amendments required to the Agency Agreement and and/or these Conditions. In connection with any such variation in accordance with this Condition 5.2(f)(iv5(k)(iv), the relevant Issuer shall comply with the rules of any stock exchange or other relevant authority on or by which the Notes are for the time being listed or admitted to trading.

Benchmark Amendments. If any Successor Rate, Alternative Rate or Adjustment Spread is determined in accordance with this Condition 5.2(f) 4.3 and the Independent Adviser (Issuer, acting in good faith and faith, in a commercially reasonable manner) manner and by reference to such sources as it deems appropriate, which may include consultation with an Independent Adviser, determines in its discretion (iA) that amendments to these Conditions (includingConditions, without limitation, amendments to the definitions of Additional Business Centre, Business Day, Business Day Convention, Day Count Fraction, Interest Determination Date or Relevant Screen Page) Agency Agreement and/or the Trust Deed are necessary to ensure the proper operation of such Successor Rate, Alternative Rate and/or Adjustment Spread (such amendments, the "“Benchmark Amendments"”) and (iiB) the terms of the Benchmark Amendments (which shall not impose more onerous obligations on the party responsible for determining the Rate of Interest or expose it to any additional duties or liabilities without such party's consent)Amendments, then the relevant Issuer shall, subject to giving the Issuer having to give notice thereof to the Trustee and the Noteholders in accordance with Condition 5.2(f)(v)13, without any requirement for the consent or approval of Noteholders or the Couponholders, vary modify these Conditions and/or the Trust Deed and/or the Agency Agreement to give effect to such Benchmark Amendments with effect from the date specified in such notice. At Prior to any such Benchmark Amendments taking effect, the request Issuer shall provide a certificate signed by two Directors to the Trustee confirming, in the Issuer's reasonable opinion (following consultation with the Independent Adviser), (i) that a Benchmark Event has occurred, (ii) the Successor Rate or Alternative Rate (as applicable), (iii) where applicable, any Adjustment Spread and (iv) where applicable, the terms of any Benchmark Amendments in each case determined in accordance with this Condition 4 that such Benchmark Amendments are necessary to give effect to any application of this Condition 4 and the relevant Trustee shall be entitled to rely on such certificate without further enquiry or liability to any person. For the avoidance of doubt, the Trustee shall not be liable to the Noteholders, the Couponholders or any other person for so acting or relying on such certificate, irrespective of whether any modification to give effect to a Benchmark Amendment is or may be materially prejudicial to the interests of any such person. The Successor Rate or Alternative Rate (as applicable), any Adjustment Spread (where applicable) and any Benchmark Amendments, without prejudice to the Trustee’s ability to rely on such certificate (as aforesaid), will be binding on the Issuer, the Principal Paying AgentTrustee, the Agent (or such other Calculation Agent specified in the applicable Final Terms), the other Paying Agents Agents, the Noteholders and the Calculation Agent shall (Couponholders. The Trustee shall, at the relevant Issuer’s direction and expense and direction), without any requirement for the consent or approval of the Noteholders or CouponholdersIssuer, but subject to receipt by the Trustee of a certificate signed by two Directors (as aforesaid), be obliged to concur with the relevant Issuer in effecting any Benchmark Amendments (including, inter alia, by the execution of a deed supplemental to or amending the Trust Deed and, if required, the Agency Agreement), provided that the Trustee shall not be required to effect any Benchmark Amendments if the Agency Agreement and these Conditionssame would, in the Trustee's sole opinion, impose more onerous obligations upon it or expose it to any additional duties, responsibilities or liabilities or reduce or amend its rights and/or the protective provisions afforded to it. For the avoidance of doubt, no Noteholder or Couponholder consent shall be required in connection with effecting the Benchmark Amendments or such other changes, including for the execution of any documents, amendments or other steps by the Issuer or the Trustee (if required). In connection with any such variation modifications in accordance with this Condition 5.2(f)(iv4.3(c), the relevant Issuer shall comply with the rules of any stock exchange or other relevant authority on or by which the Notes are for the time being listed or admitted to trading. Any Benchmark Amendments determined under this Condition 4.3(c) shall be notified promptly by the Issuer to the Agent (or such other Calculation Agent specified in the applicable Final Terms), the Trustee and, in accordance with Condition 13, the Noteholders. Such notice shall be irrevocable and shall specify the effective date of such Benchmark Amendments.

Benchmark Amendments. If any Successor Rate, Rate or Alternative Rate or and (in either case) the applicable Adjustment Spread is determined in accordance with this Condition 5.2(f) 9 and the Independent Adviser or the Issuer (if it is unable to appoint an Independent Adviser or if the Independent Adviser appointed by it fails to determine a Successor Rate or, failing which, an Alternative Rate in accordance with Condition 9.1 (Independent Adviser) prior to the relevant Interest Determination Date or Reset Determination Date, as the case may be) acting in good faith and in a commercially reasonable manner) manner determines (i) that amendments to these Conditions (includingand the Agency Agreement, without limitation, amendments including but not limited to the definitions of Additional Business Centre, Business Day, Business Day Convention, Day Count Fraction, Interest Determination Date or Relevant Screen Page) , Relevant Time, Reset Relevant Screen Page, are necessary to ensure the proper operation (having regard to prevailing market practice, if any) of such Successor Rate, Alternative Rate and/or and (in either case) the applicable Adjustment Spread (such amendments, the "Benchmark Amendments") and (ii) the terms of the Benchmark Amendments (which shall not impose more onerous obligations on the party responsible for determining the Rate of Interest or expose it to any additional duties or liabilities without such party's consent)Amendments, then the relevant Issuer shall, subject to giving notice thereof in accordance with Condition 5.2(f)(v9.5 (Notices), without any requirement for the consent or approval of Noteholders or CouponholdersNoteholders, vary these Conditions and the Agency Agreement to give effect to such Benchmark Amendments with effect from the date specified in such notice. At the request of the relevant Issuer, the Principal Paying Agent, the Paying Agents and the Calculation Agent shall (at the relevant Issuer’s expense and direction), without any requirement for the consent or approval of the Noteholders or Couponholders, be obliged to concur with the relevant Issuer in effecting any Benchmark Amendments required to the Agency Agreement and these Conditions. In connection with any such variation in accordance with this Condition 5.2(f)(iv)9.4, the relevant Issuer shall comply with the rules of any stock exchange or other relevant authority on or by which the Notes are for the time being listed or admitted to trading. Notwithstanding any other provision of this Condition 9 (Benchmark Discontinuation), no Successor Rate, Alternative Rate or Adjustment Spread will be adopted, nor will any other amendment to the terms and conditions of any Series of Notes be made to effect the Benchmark Amendments, if and to the extent that, (a) in the determination of the Bank, the same could reasonably be expected to prejudice the qualification of the relevant Series of Subordinated Notes as Tier 2 Capital of the Group and/or the Bank and/or result in the exclusion of the relevant Series of Unsubordinated MREL Notes or Senior Non-Preferred Notes from the eligible liabilities available to meet the MREL Requirements, and (b) in the case of Unsubordinated MREL Notes, Senior Non-Preferred Notes or Subordinated Notes, the same could reasonably be expected to result in the relevant Competent Authority and/or the Relevant Resolution Authority (as applicable) treating the next Interest Payment Date or relevant Reset Date, as the case may be, as the effective maturity of the Notes, rather than the relevant Maturity Date.

Benchmark Amendments. If any Successor Rate, Rate or Alternative Rate or and, in either case, the applicable Adjustment Spread is determined in accordance with this Condition 5.2(f5(j) and the Independent Adviser (acting in good faith and in a commercially reasonable manner) determines (iA) that amendments to the Agency Agreement and/or these Conditions (Conditions, including, without limitation, but not limited to amendments to the definitions of Additional Business CentreDay Count Fraction, Business DayRelevant Screen Page, Business Day Convention, Day Count Fraction, Interest Determination Date or Relevant Screen Page) Date, the definition of Business Days, and/or the definition of Reference Rate applicable to the Notes, are necessary to ensure the proper operation of such Successor Rate, Rate or Alternative Rate and/or (in either case) the applicable Adjustment Spread (such amendments, the "“Benchmark Amendments"”) and (iiB) the terms of the Benchmark Amendments (which shall not impose more onerous obligations on the party responsible for determining the Rate of Interest or expose it to any additional duties or liabilities without such party's consent)Amendments, then the relevant Issuer or the Guarantor, as the case may be, shall, subject to giving notice thereof in accordance with Condition 5.2(f)(v5(j)(v), without any requirement for the consent or approval of Noteholders or CouponholdersNoteholders, vary the Agency Agreement and/or these Conditions to give effect to such Benchmark Amendments with effect from the date specified in such notice. At the request Notwithstanding any other provision of the relevant Issuerthis Condition 5(j), the Principal Paying Agent, the Paying Agents and the Calculation Agent shall (at the relevant Issuer’s expense and direction), without or any requirement for the consent or approval of the Noteholders or Couponholders, be Paying Agent is not obliged to concur with the Issuer, the Guarantor or the Independent Adviser in respect of any changes or amendments as contemplated under this Condition 5(j) which, in the sole opinion of the Calculation Agent or the relevant Issuer Paying Agent, as the case may be, would impose more onerous obligations upon it or expose it to any additional duties, responsibilities or liabilities or reduce or amend the protective provisions afforded to the Calculation Agent or the relevant Paying Agent (as applicable) in effecting any Benchmark Amendments required to the Agency Agreement and and/or these Conditions. In connection with any such variation in accordance with this Condition 5.2(f)(iv5(j)(iv), the relevant Issuer or the Guarantor, as the case may be, shall comply with the rules of any stock exchange or other relevant authority on or by which the Notes are for the time being listed or admitted to trading. Notwithstanding any other provision of this Condition 5(j), no Successor Rate or Alternative Rate will be adopted, nor will the applicable Adjustment Spread be applied, nor will any Benchmark Amendments be made, if and to the extent that, in the determination of the Issuer or the Guarantor, the same could reasonably be expected to prejudice the qualification of the Subordinated Notes as tier 2 capital (in accordance with the applicable requirements of the Qatar Central Bank (or any successor thereto as the relevant regulator of banks in the State of Qatar)).