Good Deliverable Form means freely transferable, properly endorsed, registered and fully
negotiable.
GS has the meaning given to it in Paragraph I of the Introduction to these Terms.
Indebtedness means, on any day, the aggregate (as determined by GS acting in a commercially reasonable manner) of all moneys, debts,
liabilities and obligations, whether present or future, actual or contingent, which are owed by You to GS and its Affiliates under the Agreement or any other agreement with GS to which You are a party.
Information means all non-public information related to You or the Account, or Your employees,
officers, directors, investment managers, trustees, partners or other related, connected or affiliated persons, which comes into GS possession during the course of its relationship with You, including any such information (even if public)
which constitutes Personal Data.
Insolvency Proceeding means a receivership, insolvency, liquidation, resolution, or similar
proceeding.
ISDA U.S. Protocol means the ISDA 2018 U.S. Resolution Stay Protocol, as published by the International Swaps and
Derivatives Association, Inc. as of July 31, 2018.
LCIA Rules has the meaning given to it in Clause 22.5 of Part A (General
Conditions) of these Terms.
Liabilities means the sum of the Indebtedness, the sum of all other obligations owed by You to GS and
its Affiliates, and any costs, funding breakage costs, taxes and expenses (including, without limitation, reasonable legal fees and any shortfall suffered as a result of obtaining a judgement or arbitration award in a foreign currency) that GS or
its Affiliates have reasonably incurred in enforcing or maintaining any of their rights.
Losses means expenses, losses, damages,
liabilities, demands, charges, costs, actions and claims of any kind or nature whatsoever and expenses relating to investigating or defending any such demands, charges or claims.
Market Value means such price for an investment as is equal to the official market closing price on the previous Business Day as derived
by GS in a reasonable manner from a reputable pricing information service. If in GS reasonable judgement such price does not reflect the market value or no such prices are available then GS shall determine in good faith the market value using
whatever pricing sources or other indications of value it reasonably considers to be an appropriate indication of the current market price of the relevant investment.
MiFID II means the European Union Markets in Financial Instruments Directive (2014/65/EU).
Non-US Funds means:
(n) |
funds not organised or incorporated under the laws of the United States of America and not engaged in a trade
or business in the United States of America for U.S. federal income tax purposes; or |
(o) |
funds not organised or incorporated under the laws of the United States of America substantially all of the
outstanding voting securities of which are beneficially owned by the persons described in (a) or by natural persons who are not residents of the United States of America. |
Non-US Securities means:
(p) |
securities (including convertible and other debt securities) issued by an issuer not organised or incorporated
in the United States of America; or |
(q) |
debt securities, including convertible debt securities, issued by an issuer organised or incorporated in the
United States of America in connection with a distribution conducted outside the United States of America in reliance on Regulation S under the Securities Act of 1933 (United States of America); for
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the purpose of determining whether the status of OTC derivative instruments are Non-US Securities reference should be made to the underlying instrument.
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Personal Data means any information relating to an identified or identifiable natural person as those terms are defined
in and interpreted in accordance with (a) any applicable laws implementing the European Data Protection Directive 95/46/EC including the UK Data Protection Act 1998 (DPA); or (b) by any laws which replace, repeal or supersede those laws
referred to in (a), including, without limitation, the General Data Protection Regulation (EU) 2016/679 (GDPR) as amended from time to time.
Personnel means employees, partners, officers and directors.
The PRA means the Prudential Regulation Authority, whose registered office is at 8 Lothbury, London, UK EC2R 7HH or any successor entity.
Proceedings has the meaning given to in Clause 22 of Part A (General Conditions) of these Terms.
Professional Client has the meaning given to it in the rules of the relevant regulatory authority.
QFC has the meaning assigned to the term qualified financial contract as defined in, and shall be interpreted in accordance
with, 12 U.S.C. 5390(c)(8)(D).
QFC Stay Rules means the regulations codified at 12 C.F.R. 252.2, 252.818 (the Federal
Reserve Rule), 12 C.F.R. 382.1-7 (the FDIC Rule) and 12 C.F.R. 47.1-8 (the OCC Rule). All references herein to the specific provisions of the Federal Reserve Rule, the FDIC Rule
and the OCC Rule shall be construed, with respect to GS to the particular QFC Stay Rule(s) applicable to it.
Redelivered Collateral
has the meaning given to it in Part B (Custody Services) of these Terms.
Regulation X means Regulation X issued by the Board
of Governors of the Federal Reserve System of the United States of America under the Securities Exchange Act of 1934 (12 CFR Part 224, United States of America).
Relevant Resolution Authority means the resolution authority with the ability to exercise any
Bail-in Powers.
Relevant Underlying Client has the meaning given to it in Clause 13 of Part A
(General Conditions) of these Terms.
Retail Client has the meaning given to it in the rules of the relevant regulatory
authority.
Security Interest means the security interest created by Part B (Custody Services) of these Terms.
Services means the services provided to you by GS under these Terms including safe custody.
Sub-Custodian means a sub-custodian appointed by a
Custodian, which may include an Affiliate.Supplemental Disclosures means the supplemental disclosures provided to you on or about the date of these Terms.
Terms has the meaning given to it in the Execution page to this Agreement.
Third Party Beneficiary means for the purposes of Clause 18 of Part A (General Conditions) and Clause 10 of Part A (General
Conditions) of these Terms any Affiliates, any third party providing GS with all or part of the Services, or any partner, director, officer, employee or agent of GS or of any Affiliate of GS, in each case whether present or future.
Trading Venue has the meaning given to it in the rules of the relevant regulatory authority.
Transaction means any transaction which may be executed by GS as custodian in connection to the provision of the Services.
UK means the United Kingdom