Template:Pledge GMSLA 2018 9: Difference between revisions

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{{gmslaprov|9.1}} '''{{pgmslaprov|Borrower’s failure to deliver Equivalent Securities}}''' <br>
If {{gmslaprov|Borrower}} fails to [[deliver]] {{pgmslaprov|Equivalent Securities}} in accordance with paragraph {{pgmslaprov|8.1}} to {{pgmslaprov|8.3}} {{pgmslaprov|Lender}} may:
:(a) elect to continue the {{pgmslaprov|Loan}} (which, [[for the avoidance of doubt]], shall continue to be taken into account for the purposes of paragraph {{pgmslaprov|5.3}}); or
:(b) at any time while such failure continues, by written notice to {{pgmslaprov|Borrower}} declare that that {{pgmslaprov|Loan}} (but only that {{pgmslaprov|Loan}}) shall be terminated immediately in accordance with paragraph {{pgmslaprov|11.2}} as if
::(i) an {{pgmslaprov|Event of Default}} had occurred in relation to Borrower,
::(ii) references to the {{pgmslaprov|Termination Date}} were to the date on which notice was given under this sub-paragraph, and
::(iii) the {{pgmslaprov|Loan}} were the only {{pgmslaprov|Loan}} outstanding.
[[For the avoidance of doubt]], any such failure shall not constitute an {{pgmslaprov|Event of Default} (including under paragraph {{pgmslaprov|10.1(i)}}) unless the {{pgmslaprov|Parties}} otherwise agree.
{{gmslaprov|9.2}} '''{{pgmslaprov|Failure by either Party to deliver or instruct delivery}}''' <br>
Where {{pgmslaprov|Borrower}} fails to deliver {{pgmslaprov|Equivalent {{pgmslaprov|Securities}}, or {{pgmslaprov|Lender}} fails to instruct {{pgmslaprov|Custodian}} to deliver {{pgmslaprov|Posted Collateral}}, in either case by the time required under this {{pgmslaprov|Agreement}} or within such other period as may be agreed between such {{pgmslaprov|Party}} (the {{pgmslaprov|Transferor}}) and the other {{pgmslaprov|Party}} (the {{pgmslaprov|Transferee}}), and the {{pgmslaprov|Transferee}}:
:(a) incurs interest, overdraft or similar costs and expenses; or
:(b) incurs costs and expenses as a direct result of a Buy-in exercised against it by a third party,
:then the {{pgmslaprov|Transferor}} agrees to pay within one {{pgmslaprov|Business Day}} of a demand from the {{pgmslaprov|Transferee}} and [[hold harmless]] the {{pgmslaprov|Transferee}} with respect to all reasonable costs and expenses listed in sub-paragraphs (a) and (b) above properly incurred which arise directly from such failure other than (i) such costs and expenses which arise from the [[negligence]] or [[wilful default]] of the {{pgmslaprov|Transferee}} and (ii) any indirect or [[consequential loss]]es.

Latest revision as of 10:16, 27 April 2020

9. Failure to Deliver
9.1 Borrower’s failure to deliver Equivalent Securities: If Borrower fails to deliver Equivalent Securities in accordance with paragraph 8.1 to 8.3 Lender may:

(a) elect to continue the Loan (which, for the avoidance of doubt, shall continue to be taken into account for the purposes of paragraph 5.3); or
(b) at any time while such failure continues, by written notice to Borrower declare that that Loan (but only that Loan) shall be terminated immediately in accordance with paragraph 11.2 as if
(i) an Event of Default had occurred in relation to Borrower,
(ii) references to the Termination Date were to the date on which notice was given under this sub-paragraph, and
(iii) the Loan were the only Loan outstanding.

For the avoidance of doubt, any such failure shall not constitute an Event of Default (including under paragraph 10.1(i)) unless the Parties otherwise agree.
9.2 Failure by either Party to deliver or instruct delivery: Where Borrower fails to deliver Equivalent Securities, or Lender fails to instruct Custodian to deliver Posted Collateral, in either case by the time required under this Agreement or within such other period as may be agreed between such Party (the Transferor) and the other Party (the Transferee), and the Transferee:

(a) incurs interest, overdraft or similar costs and expenses; or
(b) incurs costs and expenses as a direct result of a Buy-in exercised against it by a third party,
then the Transferor agrees to pay within one Business Day of a demand from the Transferee and hold harmless the Transferee with respect to all reasonable costs and expenses listed in sub-paragraphs (a) and (b) above properly incurred which arise directly from such failure other than
(i) such costs and expenses which arise from the negligence or wilful default of the Transferee and
(ii) any indirect or consequential losses.
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