Existing Loans - GMSLA Provision: Difference between revisions
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Latest revision as of 09:26, 16 September 2021
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2010 Global Master Securities Lending Agreement
Clause 27.4 in a Nutshell™ Use at your own risk, campers!
Full text of Clause 27.4
Related agreements and comparisons
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Content and comparisons
There is no equivalent provision in the 2018 Pledge GMSLA. Agent lenders will need each principal’s consent before migrating loans from title transfer to pledge format, and (we can only surmise) it didn’t occur to ISLA’s crack drafting squad™ that no agent lender, let alone any principal, would ever want to have both title transfer and pledged collateral outstanding at any one time — and even if they did, as a practical matter this would impossible for brokers to reconcile in their trade monitoring and risking systems.
Since the nature of agency loans is that the master agreement is deemed to be a separate agreement between each principal and the dealer from the individual principal’s date of accession, nor does it make a difference that the master agreement between broker and agent may (and usually will) be executed before any individual principal is moved from one to the other. Anyway, this is angels on the head of a pin stuff, since no-one would take the point anyway.
Summary
A simple clean up provision to inherit all existing Loans under 1995 OSLAs and older 2010 GMSLAs.
The more pedantic will provide in Schedule 11 that those legacy stock lending agreements are all deemed terminated, and the super cautious might add, by way of wholly unnecessary clarification, that the extant loans are governed by the new agreement as a single agreement — but legally this doesn’t go much further than the text of para 27.4. If your netting engine is thrown for a loop by the existence of two live master agreements between the same counterparties (hey — it can happen) then formally terminating the superseded one for good order is a sensible step — but this is really an operational point more than a legal one.
Note also that, unlike an ISDA Master Agreement, a GMSLA can be terminated as a separate thing conceptual item, apart from all outstanding transactions under it.