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INDEX OF DEFINED TERMS - Banca di Legnano

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Level: 2 – From: 2 – Wednesday, July 21, 2010 – 12:19 – eprint6 – 4247 Section 08<br />

Ad<strong>di</strong>tional Terms and Con<strong>di</strong>tions for FX Linked Notes<br />

“Ad<strong>di</strong>tional Disruption Event” means any of a Change in Law, a Hedging Disruption and/or an<br />

Increased Cost of Hedging.<br />

“Change in Law” means that, on or after the Issue Date (or such other date as specified in the<br />

applicable Final Terms) of the Notes (a) due to the adoption of or any change in any applicable law or<br />

regulation (inclu<strong>di</strong>ng, without limitation, any tax law), or (b) due to the promulgation of or any change in<br />

the interpretation by any court, tribunal or regulatory authority with competent juris<strong>di</strong>ction of any<br />

applicable law or regulation (inclu<strong>di</strong>ng any action taken by a taxing authority), the Calculation Agent<br />

determines in good faith that (x) it has become illegal to hold, acquire, or <strong>di</strong>spose of any relevant currency<br />

or asset, or (y) the Issuer or any affiliate(s) of the Issuer or any entity (or entities) acting on behalf of the<br />

Issuer engaged in any underlying or hedging transactions in respect of the Issuer’s obligations under the<br />

Notes will incur a materially increased cost in performing its obligations in relation to the Notes<br />

(inclu<strong>di</strong>ng, without limitation, due to any increase in tax liability, decrease in tax benefit, or other adverse<br />

effect on its tax position).<br />

“Hedging Disruption” means that the Issuer or any entity (or entities) acting on behalf of the Issuer<br />

engaged in any underlying or hedging transactions in respect of the Issuer’s obligations in relation to the<br />

Notes is unable, after using commercially reasonable efforts, to (a) acquire, establish, re-establish,<br />

substitute, maintain, unwind, or <strong>di</strong>spose of any transaction(s) or asset(s) it deems necessary to hedge the<br />

currency or other price risk of the Issuer issuing and performing its obligations with respect to or in<br />

connection with the relevant Notes, or (b) realize, recover, or remit the proceeds of any such transaction(s)<br />

or asset(s).<br />

“Increased Cost of Hedging” means that the Issuer and/or any of its Affiliates or agents would<br />

incur a materially increased (as compared with circumstances existing on the Trade Date) amount of tax,<br />

duty, expense or fee (other than brokerage commissions) to (i) acquire, establish, re-establish, substitute,<br />

maintain, unwind, or <strong>di</strong>spose of any transaction(s) or asset(s) it deems necessary to hedge the currency or<br />

other price risk of the Issuer issuing and performing its obligations with respect to the relevant Notes, or<br />

(ii) realize, recover, or remit the proceeds of any such transaction(s) or asset(s), provided that any such<br />

materially increased amount that is incurred solely due to the deterioration of the cre<strong>di</strong>tworthiness of the<br />

Issuer and/or any of its Affiliates or agents shall not be deemed an Increased Cost of Hedging.<br />

137

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