Waiver of Right to Set. Off By accepting a Senior Note, each holder (including each beneficial holder) will be deemed to have waived any right of set-off, counterclaim or combination of accounts with respect to such Senior Note or the Indenture (or between RBSG’s obligations under or in respect of any Senior Note and any liability owed by a holder) that they might otherwise have against us, whether before or during a winding up of RBSG. Redemption for Tax Reasons In the event of tax law changes that require RBSG to pay additional amounts and other limited circumstances as described under “Description of the Senior Notes—Tax Redemption” in the prospectus supplement and “Description of Debt Securities—Redemption” in the accompanying prospectus, RBSG may redeem all, but not less than all, of the Senior Notes prior to maturity at 100% of their principal amount together with any accrued but unpaid interest and additional amounts to the date of redemption. Loss Absorption Disqualification Event No Loss Absorption Disqualification Event Global Co-ordinator, Joint Bookruner and Joint Lead Manager RBS Securities Inc. Joint Bookruners and Joint Lead Managers Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Credit Suisse Securities (USA) LLC Xxxxxx Xxxxxxx & Co. LLC Co-Managers CIBC World Markets Corp. RBC Capital Markets, LLC Santander Investment Securities Inc. Denominations $200,000 and integral multiples of $1,000 in excess thereof Listing An application will be made to list the Notes on the New York Stock Exchange Expected Security Ratings** BBB- / BBB+ / Ba1 (S&P / Fitch / Xxxxx’x) Clearing and Settlement DTC CUSIP 780097 BA8 ISIN US780097BA81 Governing Law New York * It is expected that delivery of the Senior Notes will be made against payment on or about April 5, 2016, which will be four business days following the date of pricing of the Senior Notes (this settlement cycle being referred to as, “T+4”). Under Rule 15(c)6-1 of the U.S. Exchange Act, trades in the secondary market generally are required to settle in three business days (as such term is used for purposes of Rule 15(c)6-1 of the U.S. Exchange Act) unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Senior Notes on the date of pricing will be required, by virtue of the fact that the Senior Notes initially will settle in T+4, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of Senior Notes who wish to ...
Waiver of Right to Set. Off Subject to applicable law, neither any holder or beneficial owner of Preferred Securities nor the trustee acting on behalf of the holders of the Preferred Securities may exercise, claim or plead any right of set-off, compensation or retention in respect of any amount owed to it by BBVA in respect of, or arising under, or in connection with, the Preferred Securities or the Indenture and each holder and beneficial owner of Preferred Securities, by virtue of its holding of any Preferred Securities or any interest therein, and the trustee acting on behalf of the holders of the Preferred Securities, shall be deemed to have waived all such rights of set-off, compensation or retention. If, notwithstanding the above, any amounts due and payable to any holder or beneficial owner of a Preferred Security or any interest therein by BBVA in respect of, or arising under, the Preferred Securities are discharged by set-off, such holder or beneficial owner shall, subject to applicable law, immediately pay an amount equal to the amount of such discharge to BBVA (or, if a Liquidation Event shall have occurred, BBVA’s liquidator or administrator, as the case may be) and, until such time as payment is made, shall hold an amount equal to such amount in trust (where possible) or otherwise for BBVA (or BBVA’s liquidator or administrator, as the case may be) and, accordingly, any such discharge shall be deemed not to have taken place. Conversion The Preferred Securities are only convertible into Common Shares upon a Trigger Event or a Capital Reduction, in each case as set forth below. The Preferred Securities are not convertible into Common Shares at the option of holders of Preferred Securities at any time and are not redeemable in cash as a result of a Trigger Event or a Capital Reduction (each as defined below).
Waiver of Right to Set. Off By acquiring a Contingent Capital Note, each holder (and the Trustee acting on behalf of the holders) will be deemed to have waived to the fullest extent permitted by law any right of set-off, counterclaim or combination of accounts with respect to such Contingent Capital Note or the Indenture (or between our obligations under or in respect of any Contingent Capital Note and any liability owed by a holder) that they (or the Trustee acting on their behalf) might otherwise have against us, whether before or during any Winding-up or Administration Event. Notwithstanding the above, if any such rights and claims of any such holder against us are discharged by set-off, such holder will, immediately pay an amount equal to the amount of such discharge to us or, in the event of a Winding-Up or Administration Event, the liquidator or administrator (or other relevant insolvency official), as the case may be, to be held on trust for Senior Creditors, and until such time as payment is made will hold a sum equal to such amount on trust for Senior Creditors, and accordingly such discharge shall be deemed not to have taken place. Day Count Fraction 30/360 Business Day Convention Following; Unadjusted Business Days New York / London Denominations $200,000 and integral multiples of $1,000 in excess thereof Enforcement Events and Remedies There are no events of default under the Contingent Capital Notes. In addition, under the terms of the Indenture neither the Automatic Conversion, the cancellation or deemed cancellation of interest, the exercise of the UK bail-in power by the relevant UK authority nor a write-down of the Contingent Capital Notes upon the occurrence of a Conversion Trigger Event following a Non-Qualifying Takeover Event (as defined in the Preliminary Prospectus Supplement) with respect to the Contingent Capital Notes will be an Enforcement Event. Each of the following is an “Enforcement Event”:
Waiver of Right to Set. Off By acquiring a Contingent Capital Note, each holder (and the Trustee acting on behalf of the holders) will be deemed to have waived any right of set-off, counterclaim or combination of accounts with respect to such Contingent Capital Note or the Indenture (or between the Issuer’s obligations under or in respect of any Contingent Capital Note and any liability owed by a holder) that they (or the Trustee acting on their behalf) might otherwise have against the Issuer, whether before or during any Winding-Up or Administration Event. Notwithstanding the above, if any such rights and claims of any such holder (or the Trustee acting on behalf of any such holder) against the Issuer are discharged by set-off, such holder (or the Trustee acting on behalf of any such holder) will immediately pay an amount equal to the amount of such discharge to the Issuer or, in the event of a Winding Up or Administration Event, the liquidator or administrator (or other relevant insolvency official), as the case may be, on trust for Senior Creditors, and until such time as payment is made will hold a sum equal to such amount in trust for Senior Creditors, and accordingly such discharge shall be deemed not to have taken place.
Waiver of Right to Set. Off By accepting a Subordinated Note, each Noteholder will be deemed to have waived any right of set-off, counterclaim or combination of accounts with respect to the Subordinated Notes that such Noteholder might otherwise have against the Issuer, whether before or during any winding-up of the Issuer. (c)
