Template:M summ GMRA 16

Properly into the boilerplate here. Especially fun is the tangle ICMA’s crack drafting squad™ gets itself in about assignment. You can’t — but you can with permission, and you can upon default. We know how gravely securities lawyers regard the idea of unilaterally assigning rights, but really — we wonder what the harm is. For the record, 10(c) is the provision that determines the net amount due on close-out, and 10(f) is the amount the Defaulting Party owes the non-Defaulting Party for its professional legal expenses incurred in closing out. The good news is you can assign these rights away to your heart’s content, the theory supposedly being your counterparty is a twisted hulk smoking at the bottom of a large divot and not really in a position to do anything about it anyway — the bad news is your counterparty is a twisted hulk smoking at the bottom of a large divot and not really in a position to pay you these amounts either. Boon and bane, I guess.

Elsewhere we have the termination provision that does not bark in the night-time: Terminating a master agreement under which neither party is, in any case, obliged to do anything (outside the terms of a Transaction) is a fairly pointless right, especially if the Agreement lives on to the extent any Transactions remain afoot, and the default remedies continue to apply should you need them in any case. Look: at least they tried: our friend the dear old ISDA Master Agreement doesn’t have any way of terminating the master agreement at all!

Note also the historical artefact of the “I never said it would” variety — at some point people feared that come the millennium lifts would stop working, planes would fall out of the sky and the EU’s monetary union might wreak all kinds of havoc on the repo market (apparently). We rather think this clause doesn’t get negotiated so much these days.