Template:2018 Pledge GMSLA TOC

1. Applicability
2. Interpretation

2.1 Definitions

Act of Insolvency

Applicable Law

Base Currency

Business Day

Buy In

Cash

Cash Collateral

Close of Business

Collateral

Control Agreement

Custodian

Defaulting Party

Delivery

Designated Office

Equivalent or equivalent to

Income

Income Record Date

Letter of Credit

Loaned Securities

Margin

Market Value

Nominee

Non Defaulting Party

Notification Time

Parties

Posted Collateral

Reference Dealers

Required Collateral Value

Sales Tax

Secured Account

Security Agreement

Settlement Date

Stamp Tax

Tax

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2.2 Headings

2.3 Market terminology

2.4 Currency conversions

2.5

2.6 Modifications etc. to legislation

3. Loans of Securities
4. Delivery

4.1. Delivery of Securities on commencement of Loan

4.2. Requirements to effect Delivery

4.3. Deliveries of Income

5. Collateral

5.1 Delivery of Collateral on commencement of a Loan

5.2 Deliveries through securities settlement systems generating automatic payments

5.3 Marking to Market of Collateral during the currency of a Loan

5.4 Instructions relating to the Required Collateral Value and responsibility for the Custodian

6. Distributions and Corporate Actions

• 6.1 Manufactured payments in respect of Loaned Securities
  
• 6.2 Income in the form of Securities
  
• 6.3 Exercise of voting rights
  
• 6.4 Corporate actions
  

7. Rates Applicable to Loaned Securities
8. Delivery of Equivalent Securities

8.1. Lender’s right to terminate a Loan

8.2. Borrower’s right to terminate a Loan

8.3. Non-Defaulting Party’s right to terminate all Loans

8.4. Delivery of Equivalent Securities on termination of a Loan

9. Failure to Deliver

9.1 Borrower’s failure to deliver Equivalent Securities

9.2 Failure by either Party to deliver or instruct delivery

10. Events of Default

10.1 List of Events of Default

10.1(a): Failure to pay Collateral

10.1(b): Unremedied failure to manufacture payments

10.1(c): Failure to pay or deliver

10.1(d): Insolvency

10.1(e): Breach of warranty

10.1(f): Repudiation

10.1(g): Seizure of assets

10.1(h): Suspension from exchange

10.1(i): Unremedied failure to perform

10.1(j): Default under Security Agreement

10.2 Notification of Events of Default

10.3 No consequential loss

11. Consequences of an Event of Default

11.1 Application of 11.2 to 11.8 following Event of Default

11.2 Delivery and payment obligations following Event of Default

11.3 Definition of Default Market Value

11.4 Determination of Default Market Value

11.5 Net Value determination where unable to sell Securities

11.6 Where Non-Defaulting Party has not determined Default Market Value

11.7 Other costs, expenses and interest payable in consequence of an Event of Default

11.8 Set-off

12. Taxes

12.1. Withholding, gross up and provision of information

12.2. Deduction

12.3. Cooperation

12.4. Stamp Tax

12.5. Tax indemnity

12.6. Sales Tax

12.7. Retrospective changes in law

13. Lender’s Warranties
14. Borrower’s Warranties
15. Interest on Outstanding Payments
16. Termination of this Agreement
17. Single Agreement
18. Severance
19. Specific Performance
20. Notices
21. Assignment
22. Non-Waiver
23. Governing Law and Jurisdiction
24. Time
25. Recording
26. Waiver of Immunity
27. Expenses