Substitution and Variation. Upon the occurrence of a Loss Absorption Disqualification Event the Issuer (in its sole discretion but subject to the provisions of Condition 6(h)(i)), having given not less than 15 nor more than 45 days’ notice to the Noteholders in accordance with Condition 12 (which notice shall be irrevocable), and having delivered to the Fiscal Agent, to be made available to Noteholders upon request, the certificate referred to in the definition of Loss Absorption Compliant Notes, may, without any requirement for the consent or approval of the Noteholders, either substitute all (but not some only) of the Notes for, or vary the terms of all (but not some only) of the Notes so that they remain or, as appropriate, become, Loss Absorption Compliant Notes. Upon the expiry of the notice referred to above, the Issuer shall either vary the terms of or, as the case may be, substitute the Notes in accordance with this Condition 6(h) and subject as set out in Condition 6(i), the Fiscal Agent shall agree to such substitution or variation. For the purposes of these Terms and Conditions: EEA regulated market means a market as defined by Article 4.1(14) of Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments, as amended; Loss Absorption Compliant Notes means securities that comply with the following (which compliance has been certified to the Fiscal Agent in a certificate signed by two Directors of the Issuer and delivered to the Fiscal Agent, to be made available to Noteholders upon request, prior to the issue of the relevant securities):
Substitution and Variation. If at any time after the Issue Date the Issuer and/or the Guarantor determines that a Tax Event, a Withholding Tax Event, an Accounting Event or a Capital Event has occurred, the Issuer may, as an alternative to an early redemption of the Securities, on any applicable Interest Payment Date, without the consent of the Holders, (i) exchange the Securities (the "Exchanged Securities") into new securities of the Issuer, the Guarantor or any wholly-owned direct or indirect finance subsidiary of the Guarantor (a "Substitute Issuer") with a guarantee of the Guarantor, or (ii) vary the terms of the Securities (the "Varied Securities"), so that in either case (A) in the case of a Tax Event, in respect of (I) the Issuer's (or Substitute Issuer's) obligation to make any payment of interest under the Exchanged Securities or Varied Securities; or (II) the obligation of the Guarantor to make any payment of interest in favour of the Issuer (or Substitute Issuer) under the Subordinated Loan (or any replacement thereof between the Guarantor and Substitute Issuer), the Issuer, the Guarantor or the Substitute Issuer (as the case may be) is entitled to claim a deduction or a higher deduction (as the case may be) in respect of interest paid when computing its tax liabilities in the Netherlands, in Spain or in the taxing jurisdiction of the Substitute Issuer (as the case may be), as compared with the entitlement after the occurrence of the relevant Tax Event, (B) in the case of a Withholding Tax Event, in making any payments in respect of the Exchanged Securities or Varied Securities or the Exchanged or Varied Guarantee (as defined below) the Issuer, the Guarantor or the Substitute Issuer are not required to pay a greater amount of Additional Amounts in respect of the Exchanged Securities or Varied Securities or the Exchanged or Varied Guarantee, (C) in the case of an Accounting Event, the aggregate nominal amount of the Exchanged Securities or Varied Securities (as the case may be) is recorded as "equity" pursuant to IFRS-EU or any other accounting standards that may replace IFRS-EU for the purposes of the consolidated financial statements of the Guarantor, or (D) in the case of a Capital Event, the aggregate nominal amount of the Exchanged Securities or Varied Securities (as the case may be) is assigned "equity credit" (or such other nomenclature that the relevant Rating Agency may then use to describe the degree to which an instrument exhibits the characteristics of an ordin...
Substitution and Variation. If at any time an MREL Disqualification Event or Withholding Tax Event occurs, or to ensure the effectiveness or enforceability of Condition 17 (Acknowledgement of Bail-in and Loss Absorption Powers), the Issuer may, subject to the Applicable Banking Regulations (without any requirement for the consent or approval of the Holders) and having given not less than 30 nor more than 60 days' notice to the Fiscal Agent (in accordance with the Agency Agreement) and the Noteholders (which notice shall be irrevocable), at any time either:
Substitution and Variation. (a) At any time during the term of this Funding Agreement, the Participant may submit in writing to the Commonwealth a proposal to:
Substitution and Variation. If “Substitution and Variation” is specified as being applicable in the relevant Final Terms or Drawdown Prospectus (as the case may be), then with respect to:
Substitution and Variation. Notwithstanding anything to the contrary in the Notes or the indenture or supplemental indenture with respect thereto, if a Loss Absorption Disqualification Event has occurred and is continuing with respect to any series of the Notes then ING may, without any requirement for the consent or approval of the holder or beneficial owner of such Notes, substitute all (but not some only) of such Notes or vary the terms of all (but not some only) of such Notes, so that the substituted Notes are, or that the Notes remain, Compliant Notes, as applicable. Any substitution or variation of the Notes is subject to the provisions described under “Description of Notes—Redemption—Conditions to Redemption, Substitution, Variation and Purchase”, beginning on page S-37 of the Preliminary Prospectus Supplement. By its acquisition of the Notes or any beneficial interest therein, each holder and beneficial owner of the Notes and each subsequent holder and beneficial owner of the Notes, (i) acknowledges, accepts, agrees to be bound by, and consents to, ING’s determination to substitute the Notes or vary the terms of the Notes as provided above, (ii) grants to ING and the trustee full power and authority to take any action and/or to execute and deliver any document in the name and/or on behalf of such holder or beneficial owner, as the case may be, which is necessary or convenient to complete such substitution of the Notes or the variation of the terms of the Notes, as applicable; and (iii) to the extent permitted by the Trust Indenture Act, waives any and all claims, in law and/or in equity, against ING and the trustee for, agrees not to initiate a suit against ING or the trustee in respect of, and agrees that neither ING nor the trustee shall be liable for, any action that ING or the trustee takes, or abstains from taking, in either case in connection with the substitution of the Notes or the variation of the terms of the Notes at the option of ING as described in the section “Description of Notes – Substitution and Variation”, beginning on page S-37 of the Preliminary Prospectus Supplement.
Substitution and Variation. If (i) a TLAC/MREL Disqualification Event or (ii) a tax event that would entitle the Company to redeem the Senior Preferred Debt Securities of any series as set forth in Section 11.08 of the Base Indenture, occurs and is continuing, the Company may substitute all (but not some) of the Senior Preferred Debt Securities of any series or modify the terms of all (but not some) of the Senior Preferred Debt Securities of any series, without any requirement for the consent or approval of the holders of the Senior Preferred Debt Securities of any series, so that they are substituted for, or varied to, become, or remain, Qualifying Notes, subject to having given not less than 15 nor more than 30 days’ notice to the Holders of any series in accordance with Section 1.06 and to the Trustee (which notice shall be irrevocable and shall specify the date for substitution or, as applicable, variation), and subject to obtaining Supervisory Permission therefor, if and as required under Applicable Banking Regulations.
Substitution and Variation. If Substitution and Variation is specified in the relevant Final Terms as being applicable to the Notes and
Substitution and Variation. If "Substitution and Variation" is specified as being applicable in the applicable Pricing Supplement, then with respect to:
Substitution and Variation. Nothing contained in this Trust Deed or the Notes shall require the Trustee to consider whether the rights of Noteholders are prejudiced or potentially prejudiced by any substitution or variation of the Notes pursuant to Condition 8(e) or 8(f) or any substitution of the Issuer or the Guarantor pursuant to Condition 15.
