RE-USE RISKS AND CONSEQUENCES. a) If we exercise a right of use in relation to cash or non-cash assets that you have provided to us by way of collateral under a security collateral arrangement (“Relevant Assets”), we draw your attention to the following Re-use Risks and Consequences: b) your rights, including any proprietary rights that you may have had, in those Relevant Assets will be replaced by an unsecured contractual claim for delivery of equivalent cash or non-cash assets subject to the terms of the relevant Collateral Arrangement; c) those Relevant Assets will not be held by us in accordance with client money or client asset rules, and, if they had benefited from any client money or client asset protection rights, those protection rights will not apply (for example, the Relevant Assets will not be segregated from our assets); d) in the event of our insolvency or default under the relevant Transaction or Agreement your claim against us for delivery of equivalent cash or non-cash assets will not be secured and will be subject to the terms of the relevant Collateral Arrangement and applicable law and, accordingly, you may not receive such equivalent cash or non- cash assets or recover the full value of the Relevant Assets (although your exposure may be reduced to the extent that you have liabilities to us which can be set off or netted against or discharged by reference to our obligation to deliver equivalent cash or non-cash assets to you); e) in the event that a resolution authority exercises its powers under any relevant resolution regime in relation to us, any rights you may have to take any action against us, such as to terminate our Agreement, may be subject to a stay by the relevant resolution authority and: i) your claim for delivery of equivalent cash or non-cash assets may be reduced (in part or in full) or converted into equity; or ii) a transfer of assets or liabilities may result in your claim on us, or our claim on you, being transferred to different entities, although you may be protected to the extent that the exercise of resolution powers is restricted by the availability of set-off or netting rights; f) as a result of your ceasing to have a proprietary interest in those Relevant Assets you will not be entitled to exercise any voting, consent or similar rights attached to the Relevant Assets, and even if we have agreed to exercise voting, consent or similar rights attached to any equivalent assets in accordance with your instructions or the relevant Collateral Arrangement entitles you to notify us that the equivalent assets to be delivered by us to you should reflect your instructions with respect to the subject matter of such vote, consent or exercise of rights, in the event that we do not hold and are not able to readily obtain equivalent assets, we may not be able to comply (subject to any other solution that may have been agreed between the parties); g) in the event that we are not able to readily obtain equivalent assets to deliver to you at the time required: you may be unable to fulfil your settlement obligations under a hedging or other Transaction you have entered into in relation to those Relevant Assets; a counterparty, exchange or other person may exercise a right to buy-in the Relevant Assets; and you may be unable to exercise rights or take other action in relation to those Relevant Assets; h) subject to any express agreement between you and us, we will have no obligation to inform you of any corporate events or actions in relation to those Relevant Assets; i) you will not be entitled to receive any dividends, coupon or other payments, interests or rights (including securities or property accruing or offered at any time) payable in relation to those Relevant Assets, although the express written terms of the relevant Collateral Arrangement may provide for you to receive or be credited with a payment by reference to such dividend, coupon or other payment (a "manufactured payment"); j) a title transfer collateral arrangement or our exercise of a right of use under a security collateral arrangement in respect of any Relevant Assets and the delivery by us to you of equivalent assets may give rise to tax consequences that differ from the tax consequences that would have otherwise applied in relation to the holding by you or by us for your account of those Relevant Assets; k) where you receive or are credited with a manufactured payment, your tax treatment may differ from your tax treatment in respect of the original dividend, coupon or other payment in relation to those Relevant Assets.
Appears in 5 contracts
Samples: Customer Agreement, Customer Agreement, Customer Agreement
RE-USE RISKS AND CONSEQUENCES. a) If Where you provide financial instruments to us under a title transfer collateral arrangement or if we exercise a right of use in relation to cash or non-cash assets any financial instruments that you have provided to us by way of collateral under a security collateral arrangement (“Relevant Assets”)containing a right of use, we draw your attention to the following Re-use Risks and Consequences:
b) i. your rights, including any proprietary rights that you may have had, in those Relevant Assets financial instruments will be replaced by an unsecured contractual claim for delivery of equivalent cash or non-cash assets financial instruments subject to the terms of the relevant Collateral Arrangement;
c) ii. those Relevant Assets financial instruments will not be held by us in accordance with client money or client asset rules, and, if they had benefited from any client money or client asset protection rights, those protection rights will not apply (for example, the Relevant Assets financial instruments will not be segregated from our assetsassets and will not be held subject to a trust);
d) iii. in the event of our insolvency or default under the relevant Transaction or Agreement agreement your claim against us for delivery of equivalent cash or non-cash assets financial instruments will not be secured and will be subject to the terms of the relevant Collateral Arrangement and applicable law and, accordingly, you may not receive such equivalent cash or non- cash assets financial instruments or recover the full value of the Relevant Assets financial instruments (although your exposure may be reduced to the extent that you have liabilities to us which can be set off or netted against or discharged by reference to our obligation to deliver equivalent cash or non-cash assets financial instruments to you);
e) iv. in the event that a resolution authority exercises its powers under any relevant resolution regime in relation to us, us any rights you may have to take any action against us, such as to terminate our Agreementagreement, may be subject to a stay by the relevant resolution authority and: i:
a) your claim for delivery of equivalent cash or non-cash assets financial instruments may be reduced (in part or in full) or converted into equity; or iior
b) a transfer of assets or liabilities may result in your claim on us, or our claim on you, being transferred to different entities, entities although you may be protected to the extent that the exercise of resolution powers is restricted by the availability of set-off or netting rights;
f) v. as a result of your ceasing to have a proprietary interest in those Relevant Assets financial instruments you will not be entitled to exercise any voting, consent or similar rights attached to the Relevant Assetsfinancial instruments, and even if we have agreed to exercise voting, consent or similar rights attached to any equivalent assets financial instruments in accordance with your instructions or the relevant Collateral Arrangement entitles you to notify us that the equivalent assets financial instruments to be delivered by us to you should reflect your instructions with respect to the subject matter of such vote, consent or exercise of rights, in the event that we do not hold and are not able to readily obtain equivalent assetsfinancial instruments, we may not be able to comply (subject to any other solution that may have been agreed between the parties);
g) vi. in the event that we are not able to readily obtain equivalent assets financial instruments to deliver to you at the time required: you may be unable to fulfil your settlement obligations under a hedging or other Transaction transaction you have entered into in relation to those Relevant Assetsfinancial instruments; a counterparty, exchange or other person may exercise a right to buy-in the Relevant Assetsrelevant financial instruments; and you may be unable to exercise rights or take other action in relation to those Relevant Assetsfinancial instruments;
h) vii. subject to any express agreement between you and us, we will have no obligation to inform you of any corporate events or actions in relation to those Relevant Assetsfinancial instruments;
i) viii. you will not be entitled to receive any dividends, coupon or other payments, interests or rights (including securities or property accruing or offered at any time) payable in relation to those Relevant Assetsfinancial instruments, although the express written terms of the relevant Collateral Arrangement or Transaction may provide for you to receive or be credited with a payment by reference to such dividend, coupon or other payment (a "“manufactured payment"”);
j) a ix. the provision of title transfer collateral arrangement or to us, our exercise of a right of use under a security collateral arrangement in respect of any Relevant Assets financial collateral provided to us by you and the delivery by us to you of equivalent assets financial instruments may give rise to tax consequences that differ from the tax consequences that would have otherwise applied in relation to the holding by you or by us for your account of those Relevant Assetsfinancial instruments;
k) x. where you receive or are credited with a manufactured payment, your tax treatment may differ from your tax treatment in respect of the original dividend, coupon or other payment in relation to those Relevant Assetsfinancial instruments.
Appears in 1 contract
RE-USE RISKS AND CONSEQUENCES. a) If Where you provide financial instruments to us under a title transfer collateral arrangement or if we exercise a right of use in relation to cash or non-cash assets any financial instruments that you have provided to us by way of collateral under a security collateral arrangement (“Relevant Assets”)containing a right of use, we draw your attention to the following Re-use Risks and Consequences:
b) i. your rights, including any proprietary rights that you may have had, in those Relevant Assets financial instruments will be replaced by an unsecured contractual claim for delivery of equivalent cash or non-cash assets financial instruments subject to the terms of the relevant Collateral Arrangement;
c) ii. those Relevant Assets financial instruments will not be held by us in accordance with client money or client asset rules, and, if they had benefited from any client money or client asset protection rights, those protection rights will not apply (for example, the Relevant Assets financial instruments will not be segregated from our assetsassets and will not be held subject to a trust);
d) iii. in the event of our insolvency or default under the relevant Transaction or Agreement agreement your claim against us for delivery of equivalent cash or non-cash assets financial instruments will not be secured and will be subject to the terms of the relevant Collateral Arrangement and applicable law and, accordingly, you may not receive such equivalent cash or non- cash assets financial instruments or recover the full value of the Relevant Assets financial instruments (although your exposure may be reduced to the extent that you have liabilities to us which can be set off or netted against or discharged by reference to our obligation to deliver equivalent cash or non-cash assets financial instruments to you);
e) iv. in the event that a resolution authority exercises its powers under any relevant resolution regime in relation to us, us any rights you may have to take any action against us, such as to terminate our Agreementagreement, may be subject to a stay by the relevant resolution authority and: i:
a) your claim for delivery of equivalent cash or non-cash assets financial instruments may be reduced (in part or in full) or converted into equity; or iior
b) a transfer of assets or liabilities may result in your claim on us, or our claim on you, being transferred to different entities, entities although you may be protected to the extent that the exercise of resolution powers is restricted by the availability of set-off or netting rights;
f) v. as a result of your ceasing to have a proprietary interest in those Relevant Assets financial instruments you will not be entitled to exercise any voting, consent or similar rights attached to the Relevant Assetsfinancial instruments, and even if we have agreed to exercise voting, consent or similar rights attached to any equivalent assets financial instruments in accordance with your instructions or the relevant Collateral Arrangement entitles you to notify us that the equivalent assets financial instruments to be delivered by us to you should reflect your instructions with respect to the subject matter of such vote, consent or exercise of rights, in the event that we do not hold and are not able to readily obtain equivalent assetsfinancial instruments, we may not be able to comply (subject to any other solution that may have been agreed between the parties);
g) vi. in the event that we are not able to readily obtain equivalent assets financial instruments to deliver to you at the time required: you may be unable to fulfil your settlement obligations under a hedging or other Transaction transaction you have entered into in relation to those Relevant Assetsfinancial instruments; a counterparty, exchange or other person may exercise a right to buy-in the Relevant Assetsrelevant financial instruments; and you may be unable to exercise rights or take other action in relation to those Relevant Assetsfinancial instruments;
h) vii. subject to any express agreement between you and us, we will have no obligation to inform you of any corporate events or actions in relation to those Relevant Assetsfinancial instruments;
i) viii. you will not be entitled to receive any dividends, coupon or other payments, interests or rights (including securities or property accruing or offered at any time) payable in relation to those Relevant Assetsfinancial instruments, although the express written terms of the relevant Collateral Arrangement or Transaction may provide for you to receive or be credited with a payment by reference to such dividend, coupon or other payment (a "manufactured payment");
j) a ix. the provision of title transfer collateral arrangement or to us, our exercise of a right of use under a security collateral arrangement in respect of any Relevant Assets financial collateral provided to us by you and the delivery by us to you of equivalent assets financial instruments may give rise to tax consequences that differ from the tax consequences that would have otherwise applied in relation to the holding by you or by us for your account of those Relevant Assetsfinancial instruments;
k) x. where you receive or are credited with a manufactured payment, your tax treatment may differ from your tax treatment in respect of the original dividend, coupon or other payment in relation to those Relevant Assetsfinancial instruments.
Appears in 1 contract
Samples: Global Master Repurchase Agreement Replication Agreement
RE-USE RISKS AND CONSEQUENCES. a) If we exercise a right of use in relation to cash or non-cash assets that you have provided to us by way of collateral under a security collateral arrangement (“Relevant Assets”), we draw your attention to the following Re-use Risks and Consequences:
b) your rights, including any proprietary rights that you may have had, in those Relevant Assets will be replaced by an unsecured contractual claim for delivery of equivalent cash or non-cash assets subject to the terms of the relevant Collateral Arrangement;
c) those Relevant Assets will not be held by us in accordance with client money or client asset rules, and, if they had benefited from any client money or client asset protection rights, those protection rights will not apply (for example, the Relevant Assets will not be segregated from our assets);
d) in the event of our insolvency or default under the relevant Transaction or Agreement your claim against us for delivery of equivalent cash or non-cash assets will not be secured and will be subject to the terms of the relevant Collateral Arrangement and applicable law and, accordingly, you may not receive such equivalent cash or non- cash assets or recover the full value of the Relevant Assets (although your exposure may be reduced to the extent that you have liabilities to us which can be set off or netted against or discharged by reference to our obligation to deliver equivalent cash or non-cash assets to you);
e) in the event that a resolution authority exercises its powers under any relevant resolution regime in relation to us, any rights you may have to take any action against us, such as to terminate our Agreement, may be subject to a stay by the relevant resolution authority and: i) your claim for delivery of equivalent cash or non-cash assets may be reduced (in part or in full) or converted into equity; or ii) a transfer of assets or liabilities may result in your claim on us, or our claim on you, being transferred to different entities, although you may be protected to the extent that the exercise of resolution powers is restricted by the availability of set-off or netting rights;rights;
f) as a result of your ceasing to have a proprietary interest in those Relevant Assets you will not be entitled to exercise any voting, consent or similar rights attached to the Relevant Assets, and even if we have agreed to exercise voting, consent or similar rights attached to any equivalent assets in accordance with your instructions or the relevant Collateral Arrangement entitles you to notify us that the equivalent assets to be delivered by us to you should reflect your instructions with respect to the subject matter of such vote, consent or exercise of rights, in the event that we do not hold and are not able to readily obtain equivalent assets, we may not be able to comply (subject to any other solution that may have been agreed between the parties);
g) in the event that we are not able to readily obtain equivalent assets to deliver to you at the time required: you may be unable to fulfil your settlement obligations under a hedging or other Transaction you have entered into in relation to those Relevant Assets; a counterparty, exchange or other person may exercise a right to buy-in the Relevant Assets; and you may be unable to exercise rights or take other action in relation to those Relevant Assets;
h) subject to any express agreement between you and us, we will have no obligation to inform you of any corporate events or actions in relation to those Relevant Assets;
i) you will not be entitled to receive any dividends, coupon or other payments, interests or rights (including securities or property accruing or offered at any time) payable in relation to those Relevant Assets, although the express written terms of the relevant Collateral Arrangement may provide for you to receive or be credited with a payment by reference to such dividend, coupon or other payment (a "manufactured payment");
j) a title transfer collateral arrangement or our exercise of a right of use under a security collateral arrangement in respect of any Relevant Assets and the delivery by us to you of equivalent assets may give rise to tax consequences that differ from the tax consequences that would have otherwise applied in relation to the holding by you or by us for your account of those Relevant Assets;
k) where you receive or are credited with a manufactured payment, your tax treatment may differ from your tax treatment in respect of the original dividend, coupon or other payment in relation to those Relevant Assets.
Appears in 1 contract
Samples: Customer Agreement